AMENDED AND RESTATED CREDIT AGREEMENT by and among SKYLAND GRAIN, L.L.C., THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and COBANK, ACB, as Administrative Agent, Issuing Lender and Swing Line Lender COBANK, ACB and FARM CREDIT MID-AMERICA,...

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated as of November 1, 2024, is entered into by and among SKYLAND GRAIN, L.L.C., a Kansas limited liability company, as Borrower (as hereinafter defined), each of the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), and COBANK, ACB, in its capacity as Administrative Agent for the Secured Parties and as the Issuing Lender and Swing Line Lender (each as hereinafter defined).

RECITALS

WHEREAS, the Borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto, and CoBank, as Administrative Agent, previously entered into that certain Credit Agreement dated as of September 29, 2022 (as amended by that certain Forbearance Agreement and First Amendment to Credit Agreement dated as of September 1, 2023, that certain Second Forbearance Agreement and Second Amendment to Credit Agreement dated as of November 15, 2023, that certain Third Forbearance and Third Amendment to Credit Agreement dated as of March 19, 2024, that certain Fourth Forbearance Agreement and Fourth Amendment to Credit Agreement dated as of June 17, 2024, that certain Fifth Forbearance Agreement and Fifth Amendment to Credit Agreement dated as of September 16, 2024 and that certain Sixth Forbearance Agreement and Sixth Amendment to Credit Agreement dated as of October 11, 2024, and as may be further, modified, supplemented, increased and extended in writing from time to time prior to the Closing Date, the “Existing Credit Agreement”).

WHEREAS, the parties hereto hereby agree to amend and restate the Existing Credit Agreement to make certain amendments and modifications, all as more fully set forth herein.

WHEREAS, the Borrower has requested that the Lenders provide to the Borrower (a) commitments to fund a revolving credit facility in an aggregate principal amount at any time outstanding not to exceed $300,000,000.00 (as such aggregate commitment amount may be increased or reduced from time to time in accordance herewith), (b) an uncommitted seasonal term credit facility in an aggregate principal amount at any time outstanding not to exceed $100,000,000.00, (c) commitments to fund a revolving term credit facility in an aggregate principal amount at any time outstanding not to exceed $15,000,000.00, (d) a term loan facility in an aggregate principal amount not to exceed $67,000,000.00, and (e) a term loan facility in an aggregate principal amount not to exceed $11,192,740.00, all as more particularly set forth in, and subject to the terms and conditions of, this Agreement. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

I.CERTAIN DEFINITIONS

I.1Certain Definitions. In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:

"Actual Knowledge" means, with respect to any Person and any fact or matter, the earlier of actually becoming aware of the fact or matter, or receipt of written notice by, such Person, if an individual, or a responsible officer of such Person, if an entity, of such fact or matter.

"ADM" means Xxxxxx-Xxxxxxx-Midland Company, a Delaware corporation.

"ADM Interest Redemption Agreement" means that certain Interest Redemption Agreement dated as of November 1, 2024 by and among ADM, Skyland Co-op and the Borrower, as may be amended prior to the Closing Date with the prior written consent of the Administrative Agent.

"Administrative Agent" means CoBank, in its capacity as administrative agent and collateral agent under the Loan Documents.

"Administrative Questionnaire" means an administrative questionnaire in a form supplied by the Administrative Agent.

"Affected Financial Institution" means (a) any EEA Financial Institution or (b) any UK Financial Institution.

"Affiliate" means, with respect to any specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified.

"Agent Parties" has the meaning set forth in Section 11.4(d)(ii).

"Alternate Base Rate" means a rate per annum determined by the Administrative Agent on the first Business Day of each week, which shall be the Prime Rate; provided that, in no event shall the Alternate Base Rate be less than the Floor. Any change in the Alternate Base Rate due to a change in the calculation thereof shall be effective at the opening of business on the first Business Day of each week or, if determined more frequently, at the opening of business on the first Business Day immediately following the date of such determination and without necessity of notice being provided to the Borrower or any other Person.

"Alternate Base Rate Loans" means any Loan converted to and bearing interest at the Alternate Base Rate.

"Andersons Buyer" means The Andersons Inc., an Ohio corporation.

"Andersons Interest Purchase Agreement" means that certain Interest Purchase Agreement dated as of November 1, 2024 by and among the Andersons Buyer, Skyland Co-op and the Borrower, as may be amended prior to the Closing Date with the prior written consent of the Administrative Agent.

"Andersons Transaction" means the Borrower’s purchase of 25.59% of the Equity Interests of the Borrower from ADM pursuant to the ADM Interest Redemption Agreement and the Andersons Buyer’s purchase of Equity Interests of the Borrower pursuant to the Andersons Interest Purchase Agreement, immediately after which (a) the Andersons Buyer shall own 65.00% of the Equity Interests of the Borrower and (b) Skyland Co-op shall own 35.00% of the Equity Interests of the Borrower.

"Anti-Corruption Laws" means any Laws of any Governmental Authority concerning or relating to bribery or corruption.

"Anti-Terrorism Laws" means any Laws of any Governmental Authority concerning or relating to financing terrorism, "know your customer" or money laundering.

"Applicable Letter of Credit Fee Rate" means the percentage rate per annum based on the Gross Cash Flow then in effect according to the Pricing Grid below the heading "Applicable Margin for Loans under Revolving Credit Facility and Letter of Credit Fee".

"Applicable Margin" means, as applicable:

(a)the percentage spread to be added to the Daily Simple SOFR Rate applicable to Daily Simple SOFR Rate Loans based on the Gross Cash Flow then in effect according to the Pricing Grid below the heading (i) with respect to Daily Simple SOFR Rate Loans that are Revolving Facility Loans, "Applicable Margin for Loans under Revolving Credit Facility and Letter of Credit Fee", (ii) with respect to Daily Simple SOFR Rate Loans that are Revolving Term Loans, "Applicable Margin for Revolving Term Loans" and (iii) with respect to Daily Simple SOFR Rate Loans that are Variable Rate Term Loans, "Applicable Margin for Variable Rate Term Loans", or

(b)the percentage spread to be added to the Term SOFR Rate applicable to Term SOFR Rate Loans based on the Gross Cash Flow then in effect according to the Pricing Grid below the heading (i) with respect to Term SOFR Rate Loans that are Revolving Facility Loans, "Applicable Margin for Loans under Revolving Credit Facility and Letter of Credit Fee", (ii) with respect to Term SOFR Rate Loans that are Revolving Term Loans, "Applicable Margin for Revolving Term Loans" and (iii) with respect to Term SOFR Rate Loans that are Variable Rate Term Loans, "Applicable Margin for Variable Rate Term Loans".

Notwithstanding the foregoing, the Applicable Margin for any Seasonal Term Loan shall be the interest rate margin per annum governing such Tranche of Seasonal Term Loan as set forth in the related Seasonal Term Loan Funding Agreement, subject to Section 2.2.

"Applicable Unused Commitment Fee Rate" means the percentage rate per annum set forth in the Pricing Grid (a) with respect to Revolving Facility Unused Commitment Fees, below the heading "Unused Commitment Fee ", and (b) with respect to Revolving Term Facility Unused Commitment Fees, below the heading "Unused Commitment Fee ".

"Approved Fund" means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

"Arranger" means each of CoBank and FCMA, in their capacities as joint lead arrangers and joint bookrunners.

"Assignment and Assumption" means an assignment and assumption agreement entered into by a Lender and an assignee permitted under Section 11.7, in substantially the form of Exhibit A or any other form approved by the Administrative Agent.

"Authorized Officer" means, with respect to any Loan Party, the Chief Executive Officer, President, or Chief Financial Officer (or in the case of a Loan Party that is a limited liability company, a manager or member authorized under such Loan Party's Organizational Documents) of such Loan Party or such other individuals, designated by written notice to the Administrative Agent from the Borrower, authorized to execute notices, reports and other documents on behalf of the Loan Parties required hereunder. The Borrower may amend such list of individuals from time to time by giving written notice of such amendment to the Administrative Agent.

"Available Revolving Facility Commitment" means, with respect to any Revolving Facility Lender, an amount equal to such Xxxxxx's Revolving Facility Commitment minus the outstanding principal amount of its Revolving Facility Loans, minus such Xxxxxx's Pro Rata Share of the aggregate outstanding amount of Swing Line Loans, if any, minus such Lender's Pro Rata Share of Letter of Credit Obligations, if any.

"Available Revolving Term Facility Commitment" means, with respect to any Revolving Term Facility Lender, an amount equal to such Xxxxxx's Revolving Term Facility Commitment minus the outstanding principal amount of its Revolving Term Loans.

"Available Tenor" means, as of any date of determination and with respect to the applicable then-current Benchmark, as applicable, (a) if the applicable then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (b) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

"Avoidance Provisions" has the meaning specified in Section 12.4(a)(i)(C).

"Bail-In Action" means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

"Bail-In Legislation" means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

"Bankruptcy Code" means title 11 of the United States Code.

"Benchmark" means, initially, the Daily Simple SOFR Rate and the Term SOFR Rate, as applicable; provided that if a Benchmark Transition Event has occurred with respect to any initial Benchmark or any then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement for such initial or then-current Benchmark to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.7(a). Any reference to a "Benchmark" shall include, as applicable, the published component used in the calculation thereof.

"Benchmark Replacement" means, for any Available Tenor:

(a)for the Term SOFR Rate, the first alternative set forth below that can be determined by the Administrative Agent:

i.the sum of (a) Daily Simple SOFR Rate and (b) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the

Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time, or

ii.the sum of (a) the alternate benchmark rate and (b) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time; and

(c)for all other Benchmarks, the sum of (i) the alternate benchmark rate and (ii) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated syndicated credit facilities at such time;

provided that, if the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

"Benchmark Replacement Conforming Changes" means, with respect to either the use or administration of any initial Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "Business Day," the definition of "U.S. Government Securities Business Day," the definition of "Interest Period" or any similar or analogous definition (or the addition of a concept of "interest period"), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 3.5 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

"Benchmark Transition Event" means, with respect to any then-current Benchmark, the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or (b) all

Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.

"Beneficial Ownership Certification" means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulations.

"Beneficial Ownership Regulation" means 31 C.F.R. § 1010.230.

"Benefit Plan" means any of (a) an "employee benefit plan" (as defined in ERISA) that is subject to Title I of ERISA, (b) a "plan" as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such "employee benefit plan" or "plan".

"Board" means the Board of Governors of the Federal Reserve System of the United States of America.

"Board of Directors" means, collectively, the Directors of the Borrower.

"Borrower" means Skyland Grain, L.L.C., a limited liability company organized and existing under the laws of the State of Kansas.

"Borrower Equity Interests" has the meaning specified in Section 5.6.

"Borrowing" means as of any date of determination (a) with respect to Term SOFR Rate Loans outstanding as of such date, a borrowing consisting of Loans of the same Class and having the same Interest Period, and (b) with respect to Daily Simple SOFR Rate Loans, all Daily Simple SOFR Rate Loans outstanding as of such date regardless of Class.

"Borrowing Base" means the "Borrowing Base" set forth in the applicable Borrowing Base Certificate.

"Borrowing Base Certificate" shall have the meaning specified in Section 6.1(d).

"Borrowing Base Deficit" means a "Deficit" as indicated in the applicable Borrowing Base Certificate.

"Borrowing Date" means, with respect to any Loan, the date for the making thereof or the renewal or conversion thereof at or to the same or a different Interest Rate Option, which shall be a Business Day.

"Budget" means, for the Borrower and its Subsidiaries on a Consolidated basis, forecasted: (a) balance sheets, (b) cash flow statements, (c) operating budget, and (d) capital budget, all prepared on a consistent basis with the Borrower's and the Subsidiaries' historical financial statements. The Budget represents and will represent as of the date thereof the good faith estimate of the Borrower and its senior management concerning the probable course of its and its Subsidiaries' business.

"Business" has the meaning set forth in Section 5.18(d).

"Business Day" means any day that is not a Saturday, Sunday or other day that is a legal holiday under the laws of the State of New York or Colorado or is a day on which banking institutions in such state are authorized or required by Law to close.

"Capital Expenditures" means, with respect to any Person, the aggregate costs incurred by such Person during any measuring period for the acquisition of any fixed assets or improvements or replacements of, substitutions for or additions to any existing fixed asset resulting in a future economic benefit to such Person, and that are required to be capitalized in accordance with GAAP.

"Capital Lease" means any lease of real or personal property that is required to be capitalized under GAAP or that is treated as an operating lease under regulations applicable to the Borrower and its Subsidiaries but that otherwise would be required to be capitalized under GAAP.

"Cash Collateralize" means (a) with respect to the Obligations, to deposit in a Controlled Account or to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Lender or Lenders, as collateral for Letter of Credit Obligations or obligations of Lenders to fund participations in respect of Letter of Credit Obligations, cash or deposit account balances or, if the Administrative Agent and the Issuing Lender shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Lender, and (b) with respect to Other Liabilities, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of each Lender (or its Affiliate) that is the provider of a Secured Bank Product or Secured Hedge, as the case may be, as collateral for the Other Liabilities, cash or deposit account balances, or, if the Administrative Agent and such Lender (or its Affiliate) shall agree in their respective sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and each applicable Lender (or its Affiliate). "Cash Collateral" shall have meanings correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

"Cash Equivalents" means:

(a)direct obligations of the United States of America or any agency or instrumentality thereof or obligations backed by the full faith and credit of the United States of America maturing in twelve (12) months or less from the date of acquisition;

(d)commercial paper maturing in 180 days or less rated not lower than A-1, by Standard & Poor's or P-1 by Moody's on the date of acquisition;

(e)demand deposits, time deposits or certificates of deposit maturing within one year in commercial banks that are organized under the laws of the United States or any state thereof or that is a foreign bank or branch or agency thereof acceptable to the Administrative Agent and, in any case, having combined capital, surplus and undivided profits in an amount equal to at least $1,000,000,000.00; and

(f)money market or mutual funds whose investments are limited to those types of investments described in clauses (a) through (c) above.

"Casualty Event" means, with respect to any property of any Person, any loss of or damage to, or any condemnation or other taking of, such property for which such Person or any of its Subsidiaries receives insurance proceeds, or proceeds of a condemnation award or other compensation.

"Change in Law" means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Official Body or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Official Body; provided that notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of Law) and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of Law), in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented.

"Change of Control" means (a) the Andersons Buyer shall cease to own and control legally and beneficially a majority of the Equity Interests of the Borrower; (b) Skyland Co-op shall cease to own and control legally and beneficially 20% or more of the Equity Interests of the Borrower; (c) Skyland Co-op and the Andersons Buyer, individually or collectively, shall cease to own and control legally and beneficially 100% of the Equity Interests of the Borrower; (d) no Director shall be an individual appointed or elected by Skyland Co-op; or (e) within a period of twelve (12) consecutive calendar months, individuals who were Directors of the Borrower on the first day of such period (or Directors who have replaced such individuals as provided in the Borrower’s Organizational Documents) shall cease to constitute a majority of the Board of Directors of the Borrower; provided, however, for the avoidance of doubt, nothing in this definition shall relieve Borrower of its obligations under Section 6.11(a); and provided, further, that the appointment of new Directors of Borrower occurring simultaneously or immediately following the closing of the Andersons Transaction shall not be deemed to be a “Change of Control” under this Agreement.

"Class" means, when used in reference to any Loan, whether such Loan is a Revolving Facility Loan, Seasonal Term Loan, Swing Line Loan, Revolving Term Loan, Variable Rate Term Loan or Fixed Rate Term Loan and, when used in reference to any Commitment, whether such Commitment is a Revolving Facility Commitment, Seasonal Term Loan Commitment, Revolving Term Facility Commitment, Variable Rate Term Loan Commitment or Fixed Rate Term Loan Commitment.

"Closing Date" means November 1, 2024.

"CoBank" means CoBank, ACB, a federally-chartered instrumentality of the United States.

"CoBank Cash Management Agreement" means any mutually acceptable Master Agreement for Cash Management and Transaction Services between CoBank and the Borrower, including all exhibits, schedules and annexes thereto and including all related forms delivered by the Borrower to CoBank in connection therewith; provided that, the Borrower shall have elected pursuant to its rule set instructions or similar document to have its accounts that are subject to the CoBank Cash Management Agreement settle against the Swing Line Loan and such election shall not have been modified.

"Code" means the Internal Revenue Code of 1986.

"Collateral" means the collateral subject to any of the Collateral Documents or any other real or personal property of the Loan Parties, in each case pledged to the Administrative Agent for the benefit of the Secured Parties as security for the Secured Obligations.

"Collateral Assignment" means any collateral assignment of a Material Agreement, in form and substance approved by the Administrative Agent, executed by the applicable Loan Party or Loan Parties and the counterparty to such Material Agreement in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties.

"Collateral Documents" means the Security Agreement, the Pledge Agreement, the Collateral Assignment (if any), the Mortgages, the account control agreements and any other document pursuant to which the Borrower or any other Loan Party has granted a Lien to the Administrative Agent for the benefit of the Secured Parties to secure all or a portion of the Secured Obligations.

"Commitment" means as to any Lender the aggregate of its Revolving Facility Commitment (including any Swing Line Commitment of the Swing Line Lender), Seasonal Term Loan Commitment, Revolving Term Facility Commitment, Variable Rate Term Loan Commitment or Fixed Rate Term Loan Commitment, as applicable, and "Commitments" means the aggregate of the Revolving Facility Commitments (including any Swing Line Commitment of the Swing Line Lender), Seasonal Term Loan Commitments, Revolving Term Facility Commitments, Variable Rate Term Loan Commitments and Fixed Rate Term Loan Commitments of all of the Lenders.

"Commodity Exchange Act" means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

"Communications" means this Agreement, any Loan Document and any document, any amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.

"Compliance Certificate" means a certificate of the Borrower, signed by a Compliance Officer of the Borrower, substantially in the form of Exhibit B hereto.

"Compliance Officer" means the Chief Executive Officer, President or Chief Financial Officer (or in the case of a Loan Party that is a limited liability company, a manager or member authorized under such Loan Party's Organizational Documents) of the Borrower or any other Loan Party, as the case may be.

"Connection Income Taxes" means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

"Consolidated" means, when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

"Consolidated Net Worth" means, as of any date of determination, in accordance with GAAP, (a) total stockholders' equity as of such date determined on a Consolidated basis plus (b) the amount, if any, of any negative purchase price accounting adjustments made in connection with the Andersons Transaction or minus (c) the amount of any positive purchase price accounting adjustments made in connection with the Andersons Transaction).

"Contingent Obligations" means, as applied to any Person, any direct or indirect liability of that Person: (a) with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid, performed or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; (b) with

respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; or (c) under any foreign exchange contract, currency swap agreement, interest rate swap agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates. Contingent Obligations should also include (i) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligations of another (ii) obligations to make take-or-pay or similar payments if required regardless of the nonperformance by any other party or parties to any agreement to purchase, repurchase or otherwise acquire such obligation or any property constituting security therefor, to provide funds for the payment or discharge of such obligation or to maintain the solvency, financial condition or any balance sheet item or level of income of another and (iii) obligations under any revenue sharing agreement with vendors. The amount of any Contingent Obligation shall be equal at all times to the amount of the obligations so guaranteed or otherwise supported or, if not a fixed and determined amount, the maximum amount so guaranteed.

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to be "controlled by" a Person if such Person holds, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors of such other Person. "Controlling" and "Controlled" have meanings correlative thereto.

"Controlled Account" means each deposit account and securities account that is subject to an account control agreement in form and substance satisfactory to the Administrative Agent and the Issuing Lender.

"Conversion or Continuation Notice" has the meaning specified in Section 2.8.

"Credit Extension" means the making, conversion or continuation of any Borrowing, Loan or Swing Line Loan or the issuing, extending, amending, renewing or increasing of any Letter of Credit.

"Credit Party" has the meaning specified in Section 11.9(b).

"Current Portion of Consolidated Long-Term Debt" means the sum, without duplication, of the current portion of all long-term Indebtedness, whether issued, assumed or guaranteed, and whether the Borrower, or any of its Subsidiaries that are included in the Borrower’s consolidated financial statements, is otherwise obligated to, or customarily pays, the principal or interest thereof or thereon; provided, that, for the avoidance of doubt, the Current Portion of Consolidated Long-Term Debt shall in no event include any Indebtedness permitted pursuant to Section 7.1(i).

"Daily Simple SOFR Rate" means, for any day (a "Daily Simple SOFR Rate Day"), a rate per annum equal to the greater of (a) SOFR for the day (such day "Daily Simple SOFR Determination Date") that is five U.S. Government Securities Business Days prior to (i) if such Daily Simple SOFR Rate Day is a U.S. Government Securities Business Day, such Daily Simple SOFR Rate Day or (ii) if such Daily Simple SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such Daily Simple SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator's Website, and (b) the Floor. If by 3:00 pm on the second U.S. Government Securities Business Day immediately following any Daily Simple SOFR Determination Date SOFR in respect of such Daily Simple SOFR Rate Day has not been

published on the SOFR Administrator's Website and a Benchmark Transition Event with respect to the Daily Simple SOFR Rate has not occurred, then the SOFR for such Daily Simple SOFR Determination Date will be the SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator's Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR Rate for no more than three consecutive Daily Simple SOFR Rate Days. Any change in the Daily Simple SOFR Rate due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

"Daily Simple SOFR Rate Loan" means a Loan bearing interest at the Daily Simple SOFR Rate Option. A Daily Simple SOFR Rate Loan is a Loan not subject to an Interest Period.

"Daily Simple SOFR Rate Option" means the option of the Borrower to have Loans bear interest at the rate and under the terms set forth in Section 2.7(a)(i).

"Debt Incurrence" means the incurrence by the Borrower or any of its Subsidiaries on or after the Closing Date of any Indebtedness other than the Obligations.

"Debt Service Coverage Ratio" means, for the period of twelve consecutive (12) months most recently ended as of the date of determination, the quotient derived by dividing (a) the sum of (in each case for such period and without duplication), (i) Gross Cash Flow, minus (ii) to the extent not included in Gross Cash Flow, the amount of Restricted Payments permitted and actually made during such period under Section 7.6(d) and the amount of payments of Indebtedness permitted and actually made during such period under Section 7.16(b)(ii) by (b) the Current Portion of Consolidated Long-Term Debt of the Borrower and its Subsidiaries that are included in the Borrower’s Consolidated financial statements for such period.

"Debtor Relief Laws" means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States of America or other applicable jurisdictions from time to time in effect.

"Default" means any event or condition that with notice or passage of time, or both, would constitute an Event of Default.

"Default Rate" means, as of any date of determination, the following: (a) for Daily Simple SOFR Rate Loans, the rate determined in accordance with the Daily Simple SOFR Rate Option as of such date plus an additional margin of 2.00% per annum, (b) for Term SOFR Rate Loans, the rate determined in accordance with the Term SOFR Rate Option as of such date plus an additional margin of 2.00% per annum, (c) for Fixed Rate Term Loans, the rate applicable to each such Loan plus an additional margin of 2.00% per annum, (d) for Letter of Credit Fees, the Applicable Letter of Credit Fee Rate as of such date plus an additional margin of 2.00% per annum and (e) for all other Obligations, the rate for loans under Revolving Credit Facility bearing interest based upon the Daily Simple SOFR Rate (inclusive of the Applicable Margin) plus an additional margin of 2.00% per annum.

"Defaulting Lender" means, subject to Section 2.18(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Xxxxxx's determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified

in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Lender, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or the Issuing Lender or Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Xxxxxx's obligation to fund a Loan hereunder and states that such position is based on such Xxxxxx's determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (x) become the subject of a proceeding under any Debtor Relief Law, (y) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority or other Governmental Authority acting in such a capacity or (z) becomes the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and, subject to any cure rights expressly provided above, such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.18) upon delivery of written notice of such determination to the Borrower, the Issuing Lender, the Swing Line Lender and each Lender.

"Directors" means the individuals designated by the Members pursuant to the Borrower’s Organizational Documents to serve on the board of Directors. Each Director is a “manager” as defined in the Kansas Revised Limited Liability Company Act, K.S.A. 17-7662, et seq.

"Disposition" or "Dispose" means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property or asset by any Person.

"Division" means, in reference to any Person which is an entity, the division of such Person into two (2) or more separate Persons with the dividing Person either continuing or terminating its existence as part of the division including as contemplated under Section 18-217 of the Delaware Limited Liability Act for limited liability companies formed under Delaware Law or any analogous action taken pursuant to any applicable Law with respect to any corporation, limited liability company, partnership or other entity. The word "Divide", when capitalized shall have correlative meaning.

"Dollar," "Dollars," "U.S. Dollars" and the symbol "$" means lawful money of the United States of America.

"Domestic Subsidiary" means any Subsidiary that is organized and existing under the Laws of the United States of America or any state, commonwealth or territory thereof or under the Laws of the District of Columbia.

"Drawing Date" has the meaning specified in Section 2.12(c)(i).

"EEA Financial Institution" means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

"EEA Member Country" means any of the member states of the European Union, United Kingdom, Iceland, Liechtenstein, and Norway.

"EEA Resolution Authority" means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

"Electronic Copy" has the meaning specified in Section 11.9(c).

"Eligible Assignee" means any Person that meets the requirements to be an assignee under Sections 11.7(b)(iii), 11.7(b)(v) and 11.7(b)(vi) (subject to such consents, if any, as may be required under Section 11.7(b)(iii)).

"Environmental Indemnity" means the Environmental Indemnity Agreement substantially in the form of Exhibit K hereto and as supplemented pursuant to Section 6.10(c).

"Environmental Laws" means any and all applicable current and future federal, state, local and foreign Laws and any consent decrees, concessions, permits, grants, franchises, licenses, agreements or other restrictions of a Governmental Authority or common Law causes of action relating to: (a) protection of the environment or natural resources from, or emissions, discharges, releases or threatened releases of, any materials, including Hazardous Materials, in the environment including ambient air, surface and subsurface soils and materials, surface water, ground water, wetlands or land, (b) the generation, storage, handling, use, labeling, disposal, transportation, reclamation and remediation of Hazardous Materials; (c) human health or safety; (d) the protection of endangered or threatened species; and (e) the protection of environmentally sensitive areas.

"Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Loan Party or any Subsidiary of any Loan Party resulting from or based upon (a) violation of any Environmental Law; (b) the generation, use, handling, transportation, storage, treatment, disposal or permitting or arranging for the disposal of any Hazardous Materials; (c) exposure to any Hazardous Materials; (d) the release or threatened release of any Hazardous Materials; or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

"Equity Interests" means, with respect to any Person, all of the shares of capital stock of, or other ownership interests, in such Person (including partnership, member or trust interests therein),

whether voting or nonvoting and all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of, or other ownership interests in, such Person.

"Equity Issuance" means (a) any issuance or sale by the Borrower or any of its Subsidiaries of any Equity Interests, or (b) any equity contribution or capital contribution in respect of any Equity Interests of the Borrower or any of its Subsidiaries, in each case at any time after the Closing Date.

"ERISA" means the Employee Retirement Income Security Act of 1974.

"ERISA Affiliate" means, at any time, any trade or business (whether or not incorporated) under common control with any Loan Party such that such trade or business, together with such Loan Party and all other ERISA Affiliates, are treated as a single employer under Section 414 of the Code or Section 4001(b)(1) of ERISA.

"ERISA Event" means (a) a "reportable event" (under Section 4043 of ERISA and regulations thereunder) with respect to a Pension Plan; (b) a withdrawal by a Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of an amendment to a Pension Plan or a Multiemployer Plan as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition that constitutes grounds or that could reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) an event or condition that results or could reasonably expected to result in any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, to a Loan Party or any ERISA Affiliate; (g) with respect to any Pension Plan, the failure to satisfy the minimum funding standards under the Plan Funding Rules (whether or not waived); (h) with respect to any Pension Plan, the occurrence of any event that would result in the imposition of any limitation under Section 436 of the Code or Section 206(g) of ERISA, determined without regard to any contribution made or the provision of security under Section 436 of the Code or Section 206(g) of ERISA to avoid the imposition of the limitation; (i) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of the Plan Funding Rules; (j) the occurrence of an aggregate Unfunded Liability for all Plans exceeding $2,000,000.00; (k) any transaction that could subject any Loan Party or any ERISA Affiliate to liability under Section 4069 or 4212 of ERISA; (l) a prohibited transaction with respect to a Plan within the meaning of Section 4975 of the Code or Section 406 of ERISA or a violation of the fiduciary responsibility rules of Section 404 of ERISA; and (m) an event or condition that results, or could reasonably be expected to result, in any liability under Section 4980H(a) of the Code, without qualifying for the reduced assessment under Section 49980H(b) of the Code, to any Loan Party or any ERISA Affiliate.

"EU Bail-In Legislation Schedule" means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

"Event of Default" means any of the events described in Section 9.1 and referred to therein as an "Event of Default."

"Excluded Swap Obligation" means, with respect to any Loan Party providing a Guaranty of or granting a security interest to secure any Swap Obligation of another Loan Party, if, and to the extent that, all or a portion of the Guaranty of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party's failure for any reason not to constitute an "eligible contract participant" as defined in the Commodity Exchange Act (determined after giving effect to Section 11.16 and any other "keepwell, support or other agreements" for the benefit of such Guarantor) at the time the Guaranty of, or the grant of such security interest by, such Loan Party becomes effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or grant of security interest is or becomes illegal.

"Excluded Taxes" means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (x) such Lender acquires such interest in such Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 3.6) or (y) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.2, amounts with respect to such Taxes were payable either to such Xxxxxx's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient's failure to comply with Section 3.2 and (d) any U.S. federal withholding Taxes imposed under FATCA.

"Existing Credit Agreement" has the meaning set forth in the recitals hereto.

"Existing Fixed Rate Term Loan Facility" has the meaning set forth in Section 2.6(a).

"Facilities Management Agreements" means (a) the Second Amended and Restated Facilities Management Agreement by and between the Borrower and Skyland Co-op dated as of November 1, 2024, and (b) the Facilities Management Agreement(s) delivered pursuant to Section 6.16 or any other provision of this Agreement, in each case including all exhibits, schedules and annexes thereto and each as altered, amended, changed, modified, restated or amended and restated from time to time.

"Facility" means, collectively, the Revolving Credit Facility, any Seasonal Term Loan Facility, the Swing Line Facility, the Revolving Term Credit Facility, the Variable Rate Term Loan Facility, the Fixed Rate Term Loan Facility and the Letter of Credit Facility.

"Farm Credit Equities" means any of the Borrower’s stock, patronage refunds issued in the form of stock or otherwise constituting allocated units, patronage surplus (including any such surplus accrued by a Farm Credit Lender for the account of the Borrower) and other equities in each Farm Credit Lender acquired in connection with, or because of the existence of, the Borrower’s patronage loan from such Farm Credit Lender (or its affiliate), and the proceeds of any of the foregoing.

"Farm Credit Lender" means a federally-chartered Farm Credit System lending institution organized under the Farm Credit Act of 1971.

"FATCA" means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.

"Federal Funds Effective Rate" means, for any day, the greater of (a) the rate of interest per annum (rounded upward, if necessary, to the nearest whole multiple of 1/100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on such date, or if no such rate is so published on such day, on the most recent day preceding such day on which such rate is so published and (b) 0%.

"Fee Letter" means that certain fee letter dated as of September 19, 2024 between the Borrower and the Administrative Agent, together with any other fee letters entered into between the Borrower and the Administrative Agent from time to time in connection with any Revolving Facility Increase or any Tranche of Seasonal Term Loans.

"FCMA" means Farm Credit Mid-America, PCA.

"Fiscal Quarter" means (a) for any period ending on or before January 31, 2024, the three-month periods beginning each February 1, May 1, August 1 and November 1, (b) the stub period from February 1, 2024 to March 31, 2024, and (c) for any period beginning April 1, 2024 or thereafter, the three-month periods beginning each January 1, April 1, July 1 and October 1.

"Fixed Rate Term Lender" means each Lender having a Fixed Rate Term Loan Commitment or who has funded or purchased all or a portion of a Fixed Rate Term Loan in accordance with the terms hereof.

"Fixed Rate Term Loan" has the meaning specified in Section 2.6(a) and "Fixed Rate Term Loans" means collectively all of the Fixed Rate Term Loans.

"Fixed Rate Term Loan Commitment" means, as to any Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(b), as such Commitment is thereafter assigned or modified, and "Fixed Rate Term Loan Commitments" means the aggregate Fixed Rate Term Loan Commitments of all of the Lenders. As of the Closing Date, the aggregate amount of the Fixed Rate Term Loan Commitments of the Lenders is $11,192,740.00.

"Fixed Rate Term Loan Facility" means the term loan facility established pursuant to Section 2.6.

"Fixed Rate Term Loan Notes" means the promissory notes of the Borrower substantially in the form of Exhibit F-3 hereto evidencing the Fixed Rate Term Loans.

"Fixed Rate Term Loan Overadvance" has the meaning specified in Section 2.16(a)(v).

"Flood Laws" means, collectively, (a) the National Flood Insurance Act of 1968, (b) the Flood Disaster Protection Act of 1973, (c) the National Flood Insurance Reform Act of 1994 and (d) the Flood Insurance Reform Act of 2004, and all other applicable Laws related thereto.

"Floor" means a rate of interest equal to 0.00%.

"Foreign Lender" means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

"Fronting Exposure" means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Lender, such Defaulting Lender's Pro Rata Share of the outstanding Letter of Credit Obligations with respect to Letters of Credit issued by the Issuing Lender other than Letter of Credit Obligations as to which such Defaulting Lender's participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender's Pro Rata Share of outstanding Swing Line Loans made by the Swing Line Lender other than Swing Line Loans as to which such Defaulting Lender's participation obligation has been reallocated to other Lenders.

"Fund" means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

"GAAP" means generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3, and applied on a consistent basis both as to classification of items and amounts.

"Governmental Authority" means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

"Gross Cash Flow" means, for the period of twelve consecutive (12) months most recently ended as of the date of determination, the sum of (a) the net income (or loss) before taxes of the Borrower, determined on a Consolidated basis, in accordance with GAAP minus (b) non-cash income from subsidiaries and joint ventures minus (c) non-cash patronage income minus (d) gain (plus loss) on asset sales minus (e) extraordinary income (plus loss) minus (f) non-xxxx xxxx-to-market inventory adjustments, if positive (or plus such adjustments, if negative) plus (g) depreciation plus (h) amortization, in each case without duplication.

"Guaranteed Liabilities" means (a) the prompt Payment In Full, when due or declared due and at all such times, of all Secured Obligations and all other amounts pursuant to the terms of this Agreement, the Notes, and all other Loan Documents heretofore, now or at any time or times hereafter owing, arising, due or payable from the Borrower or any other Loan Party to any one or more of the Secured Parties, including principal, interest, premiums and fees (including all reasonable fees and expenses of counsel); (b) the prompt, full and faithful performance, observance and discharge of each and every agreement, undertaking, covenant and provision to be performed, observed or discharged by the

Borrower and each other Loan Party under this Agreement, the Notes and all other Loan Documents to which it is a party; and (c) the prompt Payment In Full by the Borrower and each other Loan Party, when due or declared due and at all such times, of obligations and liabilities now or hereafter arising with respect to any Secured Bank Product or Secured Hedge. Notwithstanding the foregoing, the "Guaranteed Liabilities", with respect to any Loan Party providing a Guaranty, shall not include the Excluded Swap Obligations.

"Guarantor" means each of the parties to this Agreement that is designated as a "Guarantor" on the signature page hereof and each other Person that joins this Agreement as a Guarantor after the date hereof pursuant to a Guarantor Joinder.

"Guarantor Joinder" means a joinder agreement joining a Person as a Guarantor under the Loan Documents in the form of Exhibit C.

"Guarantors' Obligations" means the obligations of the Guarantors to the Secured Parties under Article XII.

"Guaranty" or "Guarantee" means, with respect to any Person, without duplication, any obligation, contingent or otherwise, of such Person pursuant to which such Person has directly or indirectly guaranteed or had the economic effect of guaranteeing any Indebtedness or other obligation or liability of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of any such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or liability (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement condition or otherwise), (b) to purchase or lease property or services for the purpose of assuring another Person's payment or performance of any Indebtedness or other obligations or liabilities, (c) to maintain the working capital of such Person to permit such Person to pay such Indebtedness or other obligations or liabilities or (d) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness or other obligation or liability of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, that the term Guaranty/Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. Unless otherwise specified, the amount of any Guaranty shall be deemed to be the lesser of the principal amount of the Indebtedness or other obligations or liabilities guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty.

"Hazardous Materials" means (a) any explosive or radioactive substances, materials or wastes, (b) any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under, or that could reasonably be expected to give rise to liability under, any applicable Environmental Law, including, asbestos or asbestos containing materials, infectious or medical waste, polychlorinated biphenyls, radon gas, urea-formaldehyde insulation, per- and poly-fluoroalkyl substances, carbon tetrachloride, gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products and (c) all other substances, materials or wastes of any nature regulated under or with respect to which liability or standards of conduct are imposed pursuant to any Environmental Law.

"Hedge Agreement" means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward

foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement.

"Hedge Bank" means any Person that, at the time it enters into a Hedge Agreement with a Loan Party for an Interest Rate Hedge with respect to interest on the Obligations, is a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent.

"Hedge Termination Value" means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender).

"Indebtedness" means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(g)all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers' acceptances, bank guaranties, surety bonds and similar instruments;

(h)all net obligations of such Person under each Hedge Agreement to which it is a party (provided, that the amount of any net obligation under any Hedge Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date);

(i)all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, in each case, not past due for more than 30 days after the date on which such trade account payable was created);

(j)obligations (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such obligations shall have been assumed by such Person or is limited in recourse;

(k)all obligations of such Person under Capital Leases and all its Synthetic Lease Obligations;

(l)all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the

case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(m)all fixed payment obligations of any Person under any Guarantee of such Person in respect of any of the foregoing.

"Indemnified Taxes" means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document and (b) to the extent not otherwise described in the preceding clause (a), Other Taxes.

"Indemnitee" has the meaning specified in Section 11.3.

"Information" has the meaning specified in Section 11.8.

"Insolvency Proceeding" means, with respect to any Person, (a) a case, action or proceeding with respect to such Person (i) before any court or any other Governmental Authority under any Debtor Relief Law or other similar law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Loan Party or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person's creditors generally or any substantial portion of its creditors; undertaken under any Law.

"Intellectual Property" shall mean any and all worldwide industrial, proprietary, and intellectual property rights (including all common law and statutory rights, registrations and applications therefor, and renewals, extensions, and restorations thereof, as applicable), of every kind and nature, whether existing now or in the future, including but not limited to all of the following: (i) all Copyrights, Domain Names, Patents, Trademarks and IP Licenses (in each case as defined in the Security Agreement), (ii) all confidential or proprietary information trade secrets, designs, and social media accounts and content thereon; (iii) any and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and (iv) any and all claims and causes of action with respect to any of the foregoing, including all rights to and claims for damages, restitution and injunctive and other legal and equitable relief for past, present, and future infringement, dilution, misappropriation, violation, misuse, breach or default, with the right to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages.

"Interest Payment Date" means, with respect to (a) Daily Simple SOFR Rate Loans, December 1, 2024, the first day of each calendar month thereafter and the applicable Maturity Date and (b) Alternate Base Rate Loans, January 1, 2025, the first day of each Fiscal Quarter thereafter and the applicable Maturity Date.

"Interest Period" means the period of time selected by the Borrower in connection with (and to apply to) any election permitted hereunder by the Borrower to have Loans bear interest under the Term SOFR Rate Option. Subject to the last sentence of this definition, such period shall be one, three, six and twelve months. Such Interest Period shall commence on the effective date of such Term SOFR Rate Loan, which shall be (a) the Borrowing Date if the Borrower is requesting new Loans, or (b) the date of renewal of or conversion to a Term SOFR Rate Loan if the Borrower is renewing or converting an existing Loan. Notwithstanding the second sentence hereof: (i) any Interest Period that would otherwise end on a date that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the

next preceding Business Day, (ii) the Borrower shall not select, convert to or renew an Interest Period for any portion of the Loans that would end after the applicable Maturity Date and (iii) if any Interest Period begins on the last Business Day of a month or on a day of a month for which there is no numerically corresponding day in the month in which such Interest Period is to end, such Interest Period shall be deemed to end on the last Business Day of the final month of such Interest Period.

"Interest Rate Hedge" means a Hedge Agreement entered into by the Loan Parties or their Subsidiaries in order to provide protection to, or minimize the impact upon, the Borrower, the Guarantor and/or their Subsidiaries of increasing floating rates of interest applicable to Indebtedness.

"Interest Rate Option" means any (a) Daily Simple SOFR Rate Option or (b) Term SOFR Rate Option.

"Investment" means, with respect to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

"IRS" means the United States Internal Revenue Service.

"ISP" has the meaning specified in Section 2.12(k).

"Issuing Lender" means CoBank, in its individual capacity as issuer of Letters of Credit hereunder.

"Joint Venture" means a corporation, partnership, limited liability company or other entity in which any Person other than the Loan Parties and their Subsidiaries holds, directly or indirectly, an equity interest.

"Knowledge of the Authorized Officer" means the Actual Knowledge of any Authorized Officer after reasonable inquiry of the senior management level Person(s) with oversight responsibility for the matter that is the subject of the inquiry. “Knowledge of an Authorized Officer”, “Knowledge of any Authorized Officer”, and “Known by any Authorized Officer” shall have corollary meanings.

"Landlord Agreement" means any landlord's waiver or other lien waiver or subordination agreement executed and delivered by a lessor, warehouse operator or other applicable Person with respect to a leased location of any Loan Party to the Administrative Agent for the benefit of the Lenders.

"Law" means any law (including common law), constitution, statute, codes, treaty, regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree, bond, judgment, authorization or approval, or award by or settlement agreement with any Governmental Authority applicable to any Person or the properties of any Person, including all Environmental Laws.

"Lenders" means each of the financial institutions from time to time party hereto as a lender (including the Swing Line Lender, any New Seasonal Term Lender, any New Variable Rate Term Lender and any New Revolving Facility Lender) and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a Lender. For the purpose of any Loan Document that provides for the granting of a security interest or other Lien to the Lenders or to the Administrative Agent for the benefit of the Lenders as security for the Obligations, "Lenders" shall include any Affiliate of a Lender to the extent such Affiliate is a Secured Party.

"Letter of Credit" has the meaning specified in Section 2.12(a).

"Letter of Credit Borrowing" has the meaning specified in Section 2.12(c)(iii).

"Letter of Credit Expiration Date" means the day that occurs thirty (30) days prior to the Maturity Date for the Revolving Credit Facility.

"Letter of Credit Facility" means the Letter of Credit facility established pursuant to Section 2.12.

"Letter of Credit Fee" has the meaning specified in Section 2.12(b).

"Letter of Credit Obligations" means, as of any date of determination, (a) the aggregate amount available to be drawn under all outstanding Letters of Credit on such date (if any Letter of Credit shall increase in amount automatically in the future, such aggregate amount available to be drawn shall currently give effect to any such future increase) plus (b) the aggregate Reimbursement Obligations and Letter of Credit Borrowings on such date.

"Letter of Credit Request" has the meaning specified in Section 2.12(a).

"Letter of Credit Sublimit" means $5,000,000.00.

"Lien" means any mortgage, deed of trust, pledge, hypothecation, collateral assignment, lien (statutory or otherwise), security interest, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing).

"Loan Documents" means this Agreement, the Fee Letter, the Environmental Indemnity, the Collateral Documents, the Solvency Certificates, the Perfection and Diligence Certificate, the Landlord Agreements (if any), the Notices of Seasonal Term Loan Borrowing (if any), the Seasonal Term Loan Funding Agreements (if any), the Notices of Revolving Facility Increase (if any), the Notes, Secured Bank Products, Hedge Agreements and any other instruments, certificates or documents delivered in connection herewith or therewith, all as amended, restated, reaffirmed, reconfirmed, replaced, substituted or otherwise modified from time to time.

"Loan Parties" means the Borrower and the Guarantors.

"Loan Request" means a request for any of a Revolving Facility Loan, a Seasonal Term Loan, a Swing Line Loan, a Revolving Term Loan, a Variable Rate Term Loan or a Fixed Rate Term Loan, in each case substantially in the form of Exhibit D hereto.

"Loans" means collectively all Revolving Facility Loans, Seasonal Term Loans, Swing Line Loans, Revolving Term Loans, Variable Rate Term Loans and Fixed Rate Term Loans or any Revolving Facility Loan, Seasonal Term Loan, Swing Line Loan, Revolving Term Loan, Variable Rate Term Loan or Fixed Rate Term Loan, and "Loan" means the reference to any of the foregoing.

"Material Account" means all deposit, securities or other investment accounts in the name of any Loan Party to the extent the average daily balance of any such account determined after giving effect to any daily sweeps thereof (or market value of such account), for the most recently completed six calendar months, individually, exceeds $2,000,000.00 or, in the aggregate, exceeds $4,000,000.00.

"Material Adverse Change" means any circumstance or event, or series of circumstances or events, that has or could reasonably be expected to have any material adverse effect whatsoever upon (a) the business, properties, assets, condition (financial or otherwise), operations, liabilities (actual or contingent) or prospects of the Borrower individually or the Loan Parties, taken as a whole, (b) the legality, binding effect, validity or enforceability of this Agreement or any other Loan Document, (c) the ability of the Borrower individually or the Loan Parties, taken as a whole, to duly and punctually pay or perform any of the Secured Obligations, or (d) the ability of the Administrative Agent or any other Secured Party to enforce their legal remedies pursuant to this Agreement or any other Loan Document.

"Material Agreement" means any (a) agreement, contract, note, bond, debenture or other instrument evidencing Material Indebtedness or (b) any agreement, contract or other instrument to which any Loan Party or any Subsidiary of any Loan Party is a party or that is binding upon any Loan Party or any Subsidiary of any Loan Party or its respective property the revocation, suspension or termination (prior to the stated termination date therefor) of which could reasonably be expected to result in a Material Adverse Change. For the avoidance of doubt, the Facilities Management Agreements shall constitute Material Agreements.

"Material Indebtedness" means Indebtedness (other than the Obligations) in an aggregate principal amount exceeding $5,000,000.00.

"Material Leased Property" means any real property leased or licensed by any Loan Party that (a) is the headquarters or principal place of business of any Loan Party or (b) is a headend site, switch site or such other location, in each case, the loss of which would reasonably be expected to have a Material Adverse Change.

"Material Owned Property" means any real property owned by any Loan Party in fee simple (a) that has a book value in excess of $2,000,000.00, (b) that is the headquarters or principal place of business of any Loan Party, or (c) as to which the loss thereof would have a Material Adverse Change.

"Material Subsidiary" means a Subsidiary of the Borrower which, as of the last day of any period of four consecutive Fiscal Quarters for which financial statements were required to be delivered pursuant to Section 6.1(a) or (b), either (i) owns assets at least equal to five percent (5%) of the total assets (as calculated in accordance with GAAP) of the Borrower and its Subsidiaries on a consolidated basis, or (ii) has earnings before interest expense, tax, depreciation and amortization (as calculated in accordance with GAAP) at least equal to five percent (5%) of earnings before interest expense, tax, depreciation and amortization (as calculated in accordance with GAAP) of the Borrower and its Subsidiaries on a consolidated basis. For the avoidance of doubt, once a Subsidiary becomes a Material Subsidiary, it shall thereafter be treated as a Material Subsidiary for all purposes under this Agreement, unless the Administrative Agent otherwise agrees.

"Maturity Date" means: (a) with respect to the Revolving Credit Facility and the Swing Line Facility, the earlier of (i) the date of acceleration of the Obligations in accordance with Section 9.2 and (ii) November 1, 2027; (b) with respect to the Revolving Term Credit Facility, the earlier of (i) the date of acceleration of the Obligations in accordance with Section 9.2 and (ii) November 1, 2029; (c) with respect to the Variable Rate Term Loan Facility, the earlier of (i) the date of acceleration of the Obligations in accordance with Section 9.2 and (ii) November 1, 2029; (d) with respect to each Fixed Rate Term Loan, the earlier of (i) the date of acceleration of the Obligations in accordance with Section 9.2 and (ii) June 20, 2029; and (e) with respect to any Seasonal Term Loan, the earlier of (i) the date of acceleration of the Obligations in accordance with Section 9.2 and (ii) the date set forth in the applicable Seasonal Term Loan Funding Agreement.

"Maximum Aggregate Seasonal Term Loan Amount" means $100,000,000.00.

"Maximum Guarantor Liability" has the meaning specified in Section 12.4.

"Maximum Rate" has the meaning specified in Section 11.14.

"Maximum Revolving Facility Aggregate Increase Amount" means with respect to the Revolving Credit Facility, an aggregate principal amount of all increases to the Revolving Facility Commitments made pursuant to Section 2.1(e)(i) not to exceed $150,000,000.00.

"Minimum Collateral Amount" means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 105% of the Fronting Exposure of the Issuing Lender with respect to Letters of Credit issued and outstanding at such time and (b) otherwise, such lesser amount determined by the Administrative Agent and the Issuing Lender in their sole discretion.

"Xxxxx'x" means Xxxxx'x Investors Service, Inc., or any successor or assignee thereof in the business of rating securities and debt.

"Mortgage" means each mortgage or deed of trust (as applicable) in a form acceptable to the Administrative Agent in its reasonable discretion executed and delivered by a Loan Party to the Administrative Agent for the benefit of the Lenders with respect to certain of the real estate owned or leased by such Loan Party.

"Multiemployer Plan" means any employee benefit plan that is a "multiemployer plan" within the meaning of Section 3(37) of the Code or Section 4001(a)(3) of ERISA and to which any Loan Party or any ERISA Affiliate is then making or accruing an obligation to make contributions or, within the preceding five (5) plan years of such Multiemployer Plan, has made or had an obligation to make such contributions or with respect to which otherwise has any obligation or liability (including a contingent liability).

"Net Cash Proceeds" means:

(a)in the case of any Debt Incurrence, an amount equal to (i) the aggregate amount of all cash and Cash Equivalents received by any Loan Party or any of its Subsidiaries in respect of such Debt Incurrence, minus (ii) customary, bona fide, out-of-pocket direct costs incurred by such Loan Party and its Subsidiaries in connection with such issuance;

(n)in the case of any Equity Issuance, an amount equal to (i) the aggregate amount of all cash and Cash Equivalents received by any Loan Party or any of its Subsidiaries in respect of such Equity Issuance, minus (ii) customary, bona fide, out-of-pocket direct costs incurred by such Loan Party and its Subsidiaries in connection with such issuance;

(o)in the case of any Casualty Event, an amount equal to (i) the aggregate amount of all cash and Cash Equivalents received by any Loan Party or any of its Subsidiaries from such Casualty Event, minus (ii) the sum of all customary, bona fide, out-of-pocket direct costs incurred by such Loan Party and its Subsidiaries in connection with collecting such cash and Cash Equivalents; and

(p)in the case of any Disposition, an amount equal to (i) the aggregate amount of all cash and Cash Equivalents received by any Loan Party or any of its Subsidiaries from such Disposition (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or return of funds held in escrow or otherwise, but only as and when received), minus (ii) the sum of (x) all income taxes and other taxes assessed by a Governmental Authority as a result of such transaction, (y) all customary, bona fide, out-of-pocket direct transaction costs incurred by such Loan Party and its Subsidiaries in connection with such Disposition, and (z) amounts applied to repayment of permitted Indebtedness (other than the Obligations) secured by a Permitted Lien on the asset or property disposed of having priority over the Lien of the Administrative Agent on the Collateral;

provided that, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Net Cash Proceeds shall not include any amounts (1) with respect to clause (c) above to the extent that such amounts are applied to reimburse the Borrower for repairs to or replacements of the property subject to such Casualty Event, used for repairs to or replacements of the property subject to such Casualty Event; or reinvested in productive assets (other than inventory unless such Net Cash Proceeds result from a Casualty Event with respect to inventory) of a kind then used or usable in the business of such Loan Party, within 180 days after the receipt thereof or (2) with respect to clause (d) above to the extent that such amounts are reinvested in productive assets (other than inventory) of a kind then used or usable in the business of such Loan Party, within 180 days after the receipt thereof. To the extent reinvestment is permitted, such Net Cash Proceeds must be deposited and held in a deposit account of which the Administrative Agent has "control" (as defined in Article 9 of the UCC) until reinvested and must be reinvested in assets subject to the Lien of the Administrative Agent under the Collateral Documents, subject only to Permitted Liens.

"New Revolving Facility Lender" has the meaning specified in Section 2.1(e)(iv).

"New Seasonal Term Lender" has the meaning set forth in Section 2.2(d).

"Non-Consenting Lender" has the meaning specified in Section 11.1.

"Non-Defaulting Lender" means, at any time, each Lender that is not a Defaulting Lender at such time.

"Notes" means, collectively, the Revolving Facility Notes, any Seasonal Term Loan Notes, the Swing Line Note, the Revolving Term Facility Notes, the Variable Rate Term Loan Notes and the Fixed Rate Term Loan Notes.

"Notice of Revolving Facility Increase" means a facility increase notice meeting the requirements of Section 2.1(e)(i) and substantially in the form of Exhibit J-2 hereto.

"Notice of Seasonal Term Loan Borrowing" means a notice of a Tranche of Seasonal Term Loans meeting the requirements of Section 2.2(a) and substantially in the form of Exhibit J-1 hereto.

"Obligation" means any obligation or liability of any of the Loan Parties (other than Excluded Swap Obligations), howsoever created, arising or evidenced, whether direct or indirect, joint or several, absolute or contingent, for payment or performance, now or hereafter existing (and including obligations or liabilities arising or accruing after the commencement of any Insolvency Proceeding with respect to any Loan Party or which would have arisen or accrued but for the commencement of such Insolvency Proceeding, even if the claim for such obligation or liability is not enforceable or allowable in such proceeding), or due or to become due, under or in connection with this Agreement, the Notes, the Letters of Credit, the Fee Letter or any other Loan Document (regardless of whether any Credit Extension is in excess of the amount committed under or contemplated by the Loan Documents or are made in circumstances in which any condition to any Credit Extension is not satisfied) whether to the Administrative Agent, any of the Lenders or their Affiliates or other persons provided for under such Loan Documents.

"Official Body" means (a) any Governmental Authority and (b) any group or body charged with setting financial accounting or regulatory capital rules or standards (including the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

"Order" has the meaning specified in Section 2.12.

"Organizational Documents" means the certificate or articles of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of any Person.

"Other Connection Taxes" means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

"Other Information" has the meaning specified in Section 12.13.

"Other Liabilities" means any obligation of any Loan Party arising under any document or agreement relating to or on account of (a) any Secured Bank Product and/or (b) any Secured Hedge (other than any Excluded Swap Obligations).

"Other Taxes" means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.6).

"Overadvance" means any Revolving Facility Overadvance, any Revolving Term Facility Overadvance, any Seasonal Term Loan Overadvance, any Variable Rate Term Loan Overadvance and any Fixed Rate Term Loan Overadvance.

"Participant" has the meaning specified in Section 11.7(d).

"Participant Register" has the meaning specified in Section 11.7(d).

"Participation Advance" has the meaning specified in Section 2.12(c)(ii).

"Payment In Full" means (a) with respect to the Obligations, the payment in full in cash of the Loans and other Obligations (other than contingent indemnification obligations as to which no claim has been made) hereunder, the termination of the Commitments and the expiration, termination or Cash Collateralization of all Letters of Credit and (b) with respect to the Other Liabilities, the payment in full in cash or Cash Collateralization of such Other Liabilities.

"PBGC" means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

"Pension Plan" means any "employee pension benefit plan" (as defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code, and that any Loan Party or any ERISA Affiliate sponsors, maintains, or contributes to or is required to contribute to or with respect to which any Loan Party or any ERISA Affiliate otherwise has any obligation or liability (including any contingent liability).

"Perfection and Diligence Certificate" means a certificate in substantially the form of Exhibit E hereto, executed and delivered by an Authorized Officer of each Loan Party to the Administrative Agent.

"Permitted Liens" means:

(a)Liens for taxes, assessments, or similar charges and levies of any Governmental Authority not yet due or which are being diligently contested in good faith by appropriate and lawful proceedings that suspend enforcement of such Liens and for which adequate reserves or other appropriate provisions in accordance with GAAP have been set aside on such Loan Party's books;

(b)pledges or deposits made in the ordinary course of business to secure payment of worker's compensation, or to participate in any fund in connection with worker's compensation, unemployment insurance, old-age pensions or other social security programs, other than any Lien imposed by ERISA, provided that the aggregate amount of such pledges and deposits is less than $2,000,000.00;

(c)Liens of mechanics, repairmen , materialmen, warehousemen, carriers, suppliers, landlords or other like Liens that are incurred in the ordinary course of business and either (i) secure obligations that are not overdue by more than thirty (30) days or (ii) are being diligently contested in good faith by appropriate and lawful proceedings that suspend enforcement of such Liens and for which adequate reserves or other appropriate provisions in accordance with GAAP have been set aside on such Loan Party's books, provided that the aggregate amount of such liabilities secured by such Liens is less than $2,000,000.00;

(d)good-faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, trade contracts (other than Indebtedness but including margin deposits for futures trading accounts) or leases, not in excess of the aggregate amount due thereunder, or to secure

statutory obligations, or surety, appeal, performance or other similar bonds required in the ordinary course of business;

(e)encumbrances consisting of zoning restrictions, easements, right-of-way or other encumbrances, title defects and restrictions on the use of real property that (i) are set forth in any ALTA title insurance policy or policies insuring the Administrative Agent, for the benefit of the Secured Parties, provided to, and accepted by, the Administrative Agent pursuant to Section 4.1(a)(xix)(B) of this Agreement and any updates to such ALTA title insurance policy or policies provided to, and accepted by, the Administrative Agent from time to time or (ii) in the aggregate are not substantial in amount and none of which materially impairs the use of such property or the value thereof, none of which is violated in any material respect by existing or proposed structures or land use and which do not interfere with the ordinary conduct of the business of the applicable Loan Party;

(f)Xxxxx, security interests and mortgages in favor of the Administrative Agent for the benefit of the Secured Parties;

(g)any Lien existing on the date of this Agreement and described on Schedule 1.1(P), provided that (i) the principal amount secured thereby is not hereafter increased, (ii) no additional assets become subject to such Lien, (iii) the direct or contingent obligor with respect thereto is not changed and (iv) any renewal or extension of the Indebtedness secured or benefitted thereby is permitted by Section 7.1(b);

(h)each Farm Credit Xxxxxx’s Lien (including the right of setoff) in the Farm Credit Equities and in any cash patronage;

(i)Liens resulting from judgments or orders not constituting an Event of Default under Section 9.1(f);

(j)Liens securing Indebtedness permitted under Section 7.1(c), provided, that (i) such Liens do not at any time encumber any property other than the property purchased, leased or otherwise acquired with the proceeds of such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being so purchased, leased or otherwise acquired on the date of its purchase, lease or other acquisition; and

(k)Liens in the form of cash collateral securing Hedge Agreements permitted under Section 7.1(j) in an aggregate amount not to exceed $5,000,000.00 at any time.

"Person" means any natural person, corporation, company, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, Official Body, or any other entity.

"Plan" means any employee benefit plan within the meaning of Section 3(3) of ERISA (including any Pension Plan) that any Loan Party or any ERISA Affiliate sponsors, maintains, or contributes to or is required to contribute to or with respect to which any Loan Party or any ERISA Affiliate otherwise has any obligation or liability.

"Plan Funding Rules" means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and Multiemployer Plans and set forth in, Sections 412, 430, 431, 432 and 436 of the Code and Sections 206, 302, 303, 304 and 305 of ERISA.

"Plan Qualification Event" means with respect to any Plan that is intended to be a qualified plan under Section 401(a) of the Code, or exempt from tax under Section 501(a) or 501(c)(9) of the Code, any occurrence or event that results or could reasonably be expected to result in the loss of the Plan's qualified or tax-exempt status or for which the cost of correction under or related to the IRS employee plans compliance resolution system or any successor program (including the cost of computing the correction, making a submission to the IRS, making any payment to the IRS, the Plan or participants and any other related cost of correction) could reasonably be expected to exceed $2,000,000.00.

"Platform" has the meaning specified in Section 11.4.

"Platform Communications" has the meaning specified in Section 11.4.

"Pledge Agreement" means the Amended and Restated Pledge Agreement, dated as of the date hereof, by each of the Loan Parties in favor of the Administrative Agent.

"Pricing Grid" means the table and text set forth below:


Level	Gross Cash Flow	Applicable Margin for Loans under Revolving Credit Facility and Letter of Credit Fee	Applicable Margin for Revolving Term Loans	Applicable Margin for Variable Rate Term Loan	Unused Commitment Fee
Level I	> $30,000,000	2.25%	2.75%	2.50%	0.20%
Level II	> $25,000,000 but < $30,000,000	2.50%	3.00%	2.75%	0.25%
Level III	> $20,000,000 but < $25,000,000	2.75%	3.25%	3.00%	0.30%
Level IV	< $20,000,000	3.00%	3.50%	3.25%	0.35%

For purposes of determining the Applicable Margin, the Applicable Unused Commitment Fee Rate and the Applicable Letter of Credit Fee Rate:

(a)The Applicable Margin, the Applicable Unused Commitment Fee Rate and the Applicable Letter of Credit Fee Rate shall be set at Level IV until receipt of the Compliance Certificate for the fiscal year ending December 31, 2024.

(b)The Applicable Margin, the Applicable Unused Commitment Fee Rate and the Applicable Letter of Credit Fee Rate shall be recomputed as of the end of each Fiscal Quarter ending on and after the fiscal year ending December 31, 2024 based on the Gross Cash Flow for the four consecutive Fiscal Quarters most recently ended. Any increase or decrease in the Applicable Margin, the Applicable Unused Commitment Fee Rate or the Applicable Letter of Credit Fee Rate computed as of a Fiscal Quarter end shall be effective no later than five (5) Business Days following the date on which the Compliance Certificate evidencing such computation is delivered under Section 6.1(c). If a Compliance Certificate is not delivered when due in accordance with such Section 6.1(c), then the rates in Level IV shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered.

(c)If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) Gross Cash Flow as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of Gross Cash Flow would have resulted in higher pricing for such period, then the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code, automatically and without further action by the Administrative Agent, any Lender or the Issuing Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This clause (c) shall not limit the rights of the Administrative Agent, any Lender or the Issuing Lender, as the case may be, under Section 2.12, Section 3.5, or Article IX.

"Prime Rate" means the rate of interest per annum last quoted by The Wall Street Journal as the "Prime Rate" in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the "bank prime loan" rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Any change in the Prime Rate shall take effect at the opening of business on the day such change is publicly announced or quoted as being effective without the necessity of notice provided to the Borrower or any other Loan Party.

"Principal Office" means the main banking office of the Administrative Agent in Greenwood Village, Colorado, or such other banking office as may be designated by the Administrative Agent from time to time.

"Prior Security Interest" means a valid and enforceable perfected first-priority security interest in and to the Collateral that is subject only to Permitted Liens which have first-priority by operation of applicable Law.

"Pro Rata Share" means (a) with respect to the Revolving Credit Facility as of any date of determination, the proportion that a Revolving Facility Lender's Revolving Facility Commitment as of such date bears to the aggregate amount of Revolving Facility Commitments of all of the Revolving

Facility Lenders as of such date, provided, that if the Revolving Facility Commitments have been terminated or have expired, Pro Rata Share under the Revolving Credit Facility shall be determined based upon the Revolving Facility Commitments most recently in effect, giving effect to any assignment, (b) with respect to each Tranche of any Seasonal Term Loan Facility as of any date of determination, (i) if any Seasonal Term Loan Commitments remain in effect with respect to such Tranche, the proportion that a Seasonal Term Lender's unused Seasonal Term Loan Commitments with respect to such Tranche bears to the aggregate amount of the Seasonal Term Loan Commitments of all of the Seasonal Term Lenders for such Tranche as of such date, or (ii) if the Seasonal Term Loan Commitments have been terminated or have expired with respect to such Tranche, the proportion that the outstanding principal amount of a Seasonal Term Lender's Seasonal Term Loans with respect to such Tranche as of such date bears to the aggregate principal amount of all outstanding Seasonal Term Loans for such Tranche as of such date, (c) with respect to the Revolving Term Credit Facility as of any date of determination, the proportion that a Revolving Term Facility Lender's Revolving Term Facility Commitment as of such date bears to the aggregate amount of Revolving Term Facility Commitments of all of the Revolving Term Facility Lenders as of such date, provided, that if the Revolving Term Facility Commitments have been terminated or have expired, Pro Rata Share under the Revolving Term Credit Facility shall be determined based upon the Revolving Term Facility Commitments most recently in effect, giving effect to any assignment, (d) with respect to the Variable Rate Term Loan Facility as of any date of determination, (i) if any Variable Rate Term Loan Commitments remain in effect, the proportion that a Variable Rate Term Lender's unused Variable Rate Term Loan Commitments bears to the aggregate amount of Variable Term Loan Commitments of all of the Variable Rate Term Lenders as of such date, or (ii) if the Variable Rate Term Loan Commitments have been terminated or have expired, the proportion that the outstanding principal amount of a Variable Rate Term Lender's Variable Rate Term Loans as of such date bears to the aggregate principal amount of all outstanding Variable Rate Term Loans as of such date and (e) with respect to the Fixed Rate Term Loan Facility as of any date of determination, (i) if any Fixed Rate Term Loan Commitments remain in effect, the proportion that a Fixed Rate Term Lender's unused Fixed Rate Term Loan Commitments bears to the aggregate amount of Fixed Rate Term Loan Commitments of all of the Fixed Rate Term Lenders as of such date, or (ii) if the Fixed Rate Term Loan Commitments have been terminated or have expired, the proportion that the outstanding principal amount of a Fixed Rate Term Lender's Fixed Rate Term Loans as of such date bears to the aggregate principal amount of all outstanding Fixed Rate Term Loans as of such date.

"Properties" has the meaning set forth in Section 5.18(a).

“Protective Advance” has the meaning specified in Section 2.3(h)(i) and “Protective Advances” means collectively all of the Protective Advances.

“Protective Advance Commitment Increase” has the meaning specified in Section 2.3(h)(ii).

“Protective Advance Overage” has the meaning specified in Section 2.3(h)(iv).

"PTE" means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

"Purchase Money Security Interest" means Liens upon tangible personal property securing loans to any Loan Party or Subsidiary of a Loan Party or deferred payments by such Loan Party or Subsidiary for the purchase of such tangible personal property.

"Qualified ECP Guarantor" means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000.00 at the time the relevant Guaranty or grant of security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an "eligible contract participant" under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an "eligible contract participant" at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

"Recipient" means (a) the Administrative Agent, (b) any Lender or (c) the Issuing Lender, as applicable.

"Register" has the meaning specified in Section 11.7(c).

"Regulation D" means Regulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

"Reimbursement Obligation" has the meaning specified in Section 2.12(c)(i).

"Related Agreements" has the meaning specified in Section 12.3(a).

"Related Parties" means, with respect to any Person, such Person's Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person's Affiliates.

"Relevant Governmental Body" means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

"Required Lenders" means, at any time, two or more Lenders (other than Defaulting Lenders and including Voting Participants) having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. With respect to economic changes applicable only to one of the Facilities, "Required Lenders" shall be calculated with respect to only the Lenders (other than any Defaulting Lender and including Voting Participants) holding Loans or Commitments of the applicable Facility. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

"Resolution Authority" means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

"Restricted Payment" means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Borrower's stockholders, partners or members (or the equivalent Person thereof).

"Revolving Credit Facility" means the revolving credit facility established pursuant to Section 2.1.

"Revolving Facility Commitment" means, as to any Revolving Facility Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(B), as such Commitment is thereafter

assigned or modified or increased pursuant to any Revolving Facility Increase, and "Revolving Facility Commitments" means the aggregate Revolving Facility Commitments of all of the Revolving Facility Lenders. As of the Closing Date, the aggregate amount of the Revolving Facility Commitments of all Revolving Facility Lenders is $300,000,000.00.

"Revolving Facility Credit Exposure" means, as to any Revolving Facility Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Facility Loans and such Revolving Facility Lender's participation in Letter of Credit Obligations and Swing Line Loans at such time.

"Revolving Facility Increase" has the meaning specified in Section 2.1(e)(i).

"Revolving Facility Lender" means each Lender (including any New Revolving Facility Lenders) having a Revolving Facility Commitment or who has funded or purchased all or a portion of a Revolving Facility Loan in accordance with the terms hereof.

"Revolving Facility Loans" means collectively and "Revolving Facility Loan" means separately all Revolving Facility Loans or any Revolving Facility Loan made by the Lenders or one of the Lenders to the Borrower pursuant to Section 2.1.

"Revolving Facility Note" means the promissory notes of the Borrower substantially in the form of Exhibit F-1 hereto evidencing the Revolving Facility Loans.

"Revolving Facility Overadvance" has the meaning specified in Section 2.16(a)(i).

"Revolving Facility Unused Commitment Fee" has the meaning specified in Section 2.10(a)(i).

"Revolving Facility Usage" means at any time the sum of the outstanding principal amount of Revolving Facility Loans, the outstanding principal amount of Swing Line Loans and the Letter of Credit Obligations.

"Revolving Term Credit Facility" means the revolving term credit facilities established pursuant to Section 2.4.

"Revolving Term Facility Commitment" means, as to any Revolving Term Facility Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(B), as such Commitment is thereafter assigned or modified, and "Revolving Term Facility Commitments" means the aggregate Revolving Term Facility Commitments of all of the Revolving Term Facility Lenders. As of the Closing Date, the aggregate amount of the Revolving Term Facility Commitments of all Revolving Term Facility Lenders is $15,000,000.00.

"Revolving Term Facility Credit Exposure" means, as to any Revolving Term Facility Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Term Loans.

"Revolving Term Facility Lender" means each Lender having a Revolving Term Facility Commitment or who has funded or purchased all or a portion of a Revolving Term Loan in accordance with the terms hereof.

"Revolving Term Facility Note" means the promissory notes of the Borrower substantially in the form of Exhibit F-1 hereto evidencing the Revolving Term Loans.

"Revolving Term Facility Overadvance" has the meaning specified in Section 2.16(a)(ii).

"Revolving Term Facility Unused Commitment Fee" has the meaning specified in Section 2.10(a)(ii).

"Revolving Term Facility Usage" means at any time the sum of the outstanding Revolving Term Loans.

"Revolving Term Loans" means collectively and "Revolving Term Loan" means separately all Revolving Term Loans or any Revolving Term Loan made by the Lenders or one of the Lenders to the Borrower pursuant to Section 2.4.

"Sanctioned Country" means, at any time, a country, territory or sector that is the subject or target of any Sanctions or that is, or whose government is, the subject of any list-based or territorial or sectorial Sanctions.

"Sanctioned Person" means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by any Governmental Authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person that is otherwise subject to any Sanctions, or (d) any Person, directly or indirectly, 50% or more in the aggregate owned by, otherwise controlled by, or acting for the benefit or on behalf of, any Person or Persons described in clause (a), (b) or (c) of this definition.

"Sanctions" means any economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Governmental Authority.

"Seasonal Term Lender" means each Lender (including any New Seasonal Term Lender) having a Seasonal Term Loan Commitment with respect to any Tranche of the Seasonal Term Loan Facility or who has funded or purchased all or a portion of any Seasonal Term Loan with respect to any Tranche of the Seasonal Term Loan Facility in accordance with the terms hereof.

"Seasonal Term Loan" has the meaning specified in Section 2.2; and "Seasonal Term Loans" means collectively all of the Seasonal Term Loans.

"Seasonal Term Loan Commitment" means, as to any Lender at any time, the amount initially set forth opposite its name in any Seasonal Term Loan Funding Agreement with respect to any Tranche of the Seasonal Term Loan Facility, as such Commitment is thereafter assigned or modified and "Seasonal Term Loan Commitments" means the aggregate Seasonal Term Loan Commitments of all of the Lenders with respect to all Tranches of the Seasonal Term Loan Facility.

"Seasonal Term Loan Facility" means the term loan facility established pursuant to Section 2.2.

"Seasonal Term Loan Funding Agreement" has the meaning assigned to such term in Section 2.2(e).

"Seasonal Term Loan Notes" means the promissory notes of the Borrower substantially in the form of Exhibit F-3 hereto evidencing any Tranche of Seasonal Term Loans.

"Seasonal Term Loan Overadvance" has the meaning specified in Section 2.16(a)(iv).

"Secured Bank Product" means agreements or other arrangements entered into by a Lender or its Affiliate, on the one hand, and any Loan Party, on the other hand at the time such Lender is a party to this Agreement, under which any Lender or Affiliate of a Lender provides any of the following products or services to any of the Loan Parties: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH transactions, (f) cash management, including controlled disbursement, accounts or services, or (g) foreign currency exchange, and shall include the CoBank Cash Management Agreement; provided that the foregoing shall not constitute a Secured Bank Product if at any time the applicable provider of such bank products or services is not a Lender or an Affiliate of a Lender.

"Secured Hedge" means an Interest Rate Hedge permitted under this Agreement (a) that is entered into by a Hedge Bank at the time that such Hedge Bank or its Affiliate is a Lender hereunder and (b) with respect to which such Hedge Bank has provided evidence satisfactory to the Administrative Agent that (i) such Interest Rate Hedge is documented in a standard International Swaps and Derivatives Association, Inc. Master Agreement, and (ii) such Interest Rate Hedge provides for the method of calculating the reimbursable amount of the provider's credit exposure in a reasonable and customary manner; provided that the foregoing shall not constitute a Secured Hedge if at any time the applicable provider of such Interest Rate Hedge is not a Lender or an Affiliate of a Lender.

"Secured Obligations" means all Obligations, all Guaranteed Liabilities and all Other Liabilities, but excluding all Excluded Swap Obligations.

"Secured Parties" means, collectively, the Administrative Agent, the Lenders, the Issuing Lender, each Lender (or its Affiliate) that provides any Secured Hedge for so long as such Lender remains a Lender hereunder, each Lender (or its Affiliate) that provides any Secured Bank Product for so long as such Xxxxxx remains a Lender hereunder, each Related Party or co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 10.6, and, in each case, their respective successors and permitted assigns.

"Security Agreement" means the Amended and Restated Security Agreement, dated as of the date hereof, by each of the Loan Parties in favor of the Administrative Agent.

"Services Agreement" means the Services Agreement, dated as of November 1, 2024, between the Borrower and the Andersons Buyer, in form and substance reasonably satisfactory to the Administrative Agent.

"Skyland Aerial " means Skyland Aerial, LLC, a Kansas limited liability company.

"Skyland Co-op" means Skyland Co-op Inc., a Kansas corporation, organized pursuant to the Kansas Cooperative Marketing Act.

"SOFR" means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

"SOFR Administrator" means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

"SOFR Administrator's Website" means the website of the Federal Reserve Bank of New York, currently at xxxx://xxx.xxxxxxxxxx.xxx, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

"Solvency Certificate" means the certificate of the Loan Parties in the form of Exhibit G hereto.

"Solvent" means, with respect to any Person on any date of determination, taking into account any and all rights of reimbursement, contribution or similar right available to such Person from other Persons, that on such date (a) the fair value of the assets of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature, and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

"Standard & Poor's" means Standard & Poor's Ratings Services LLC, a subsidiary of The XxXxxx-Xxxx Companies, Inc., or any successor or assignee of the business of such division in the business of rating securities and debt.

"Subsidiary" of any Person at any time means any corporation, trust, partnership, any limited liability company or other business entity (a) of which more than 50% of the outstanding voting securities or other interests normally entitled to vote for the election of one or more directors or trustees (regardless of any contingency that does or may suspend or dilute the voting rights) is at such time owned, or the management of which is controlled, directly or indirectly through one or more intermediaries, or both, by such Person or one or more of such Person's Subsidiaries, or (b) that is directly or indirectly controlled by such Person or one or more of such Person's Subsidiaries.

"Subsidiary Equity Interests" has the meaning specified in Section 5.6.

"Swap Obligation" means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a "swap" within the meaning of section 1a(47) of the Commodity Exchange Act.

"Swing Line Commitment" means, as to the Swing Line Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(B), as such Commitment is thereafter assigned or modified. As of the Closing Date, the Swing Line Commitment of the Swing Line Lender is $60,000,000.00.

"Swing Line Facility" means the swing line facility established pursuant to Section 2.3.

"Swing Line Lender" means CoBank, in its individual capacity as the provider of the Swing Line Commitment.

"Swing Line Loans" means collectively, and “Swing Line Loan” means separately, all Swing Line Loans (including Protective Advances) or any Swing Line Loan (or Protective Advance) made by the Swing Line Lender to the Borrower pursuant to Section 2.3.

"Swing Line Note" means the promissory note of the Borrower substantially in the form of Exhibit F-2 hereto evidencing the Swing Line Loans.

"Synthetic Lease Obligation" means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, for tax purposes or otherwise upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

"Tax Compliance Certificate" means a tax certificate substantially in the form of Exhibit H hereto, prepared and delivered in accordance with Section 3.2(g).

"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

"Term SOFR Administrator" means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

"Term SOFR Rate" means, for any calculation with respect to a Term SOFR Rate Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the "Periodic Term SOFR Determination Day") that is two U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 3:00 p.m. on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Transition Event with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR Rate will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day; provided, further, that if the Term SOFR Rate determined as provided above shall ever be less than the Floor, then Term SOFR Rate shall be deemed to be the Floor.

"Term SOFR Rate Loan" means a Loan bearing interest at the Term SOFR Rate Option. A Term SOFR Rate Loan is a Loan subject to an Interest Period.

"Term SOFR Rate Option" means the option of the Borrower to have Loans bear interest at the rate and under the terms set forth in Section 2.7(a)(ii).

"Term SOFR Reference Rate" means the forward-looking term rate based on SOFR.

"Termination Date" means the date as of which all of the following shall have occurred: (a) all Commitments under this Agreement have terminated, (b) all Obligations have been paid in full (other than (i) contingent indemnification obligations as to which no claim has been made and (ii) obligations and liabilities with respect to any Secured Bank Product or Secured Hedge as to which arrangements reasonably satisfactory to the applicable Lender (or its Affiliate) or Hedge Bank have been made), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit which have been Cash

Collateralized or as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the Issuing Lender shall have been made).

"Threshold Amount" means $5,000,000.00.

"Total Credit Exposure" means, as to any Lender at any time, the unused Commitments, Revolving Facility Credit Exposure, Revolving Term Facility Credit Exposure, outstanding Seasonal Term Loans, outstanding Variable Rate Term Loans and outstanding Fixed Rate Term Loans of such Lender at such time.

"Tranche" means, with respect to any Seasonal Term Loans, all Seasonal Term Loans made on the same date pursuant to the terms of the same Notice of Seasonal Term Loan Borrowing and Seasonal Term Loan Funding Agreement.

"UCC" has the meaning set forth in the Security Agreement, subject to the rules of construction set forth in Section 1.2 of the Security Agreement.

"UK Financial Institution" means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulations Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms and certain affiliates of such certain credit institutions or investment firms.

"UK Resolution Authority" means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

"Unfunded Liability" means, (a) for a Pension Plan other than a Multiemployer Plan, any excess of the Pension Plan's funding target under Section 430(d) of the Code or Section 303(d) of ERISA over the value of the Pension Plan's assets, determined in accordance with Section 430(d)(2)(A) of the Code or Section 303(d)(2)(A) of ERISA for the applicable plan year, (b) for a Multiemployer Plan, any excess of the Multiemployer Plan's current liability under Section 431(c)(6) of the Code or Section 304(c)(6) of ERISA over the value of the Multiemployer Plan's assets determined in accordance with Section 431(c)(2) of the Code or Section 304(c)(2) of ERISA, and (c) for a Welfare Benefit Plan, the present value (determined using actuarial and other assumptions that are reasonable with respect to the benefits provided and the employees participating) of the liability of each Loan Party and each ERISA Affiliate for post-retirement benefits other than pensions, net of all assets under all such Welfare Benefit Plans allocable to such benefits, determined in accordance with Financial Accounting Standard 106 (as amended).

"Unused Commitment Fee" means the Revolving Facility Unused Commitment Fee or the Revolving Term Facility Unused Commitment Fee, and "Unused Commitment Fees" means, collectively, Revolving Facility Unused Commitment Fees and Revolving Term Facility Unused Commitment Fees.

"USA Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

"U.S. Borrower" means any Borrower that is a U.S. Person.

"U.S. Government Securities Business Day" means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

"U.S. Person" means any Person that is a "United States Person" as defined in Section 7701(a)(30) of the Code.

"Variable Rate Term Lender" means each Lender having a Variable Rate Term Loan Commitment or who has funded or purchased all or a portion of a Variable Rate Term Loan in accordance with the terms hereof.

"Variable Rate Term Loan" has the meaning specified in Section 2.5(a) and "Variable Rate Term Loans" means collectively all of the Variable Rate Term Loans.

"Variable Rate Term Loan Commitment" means, as to any Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(B), as such Commitment is thereafter assigned or modified or increased pursuant to any Variable Rate Term Loan Increase, and "Variable Rate Term Loan Commitments" means the aggregate Variable Rate Term Loan Commitments of all of the Lenders. As of the Closing Date, the aggregate amount of the Variable Rate Term Loan Commitments of the Lenders is $67,000,000.00.

"Variable Rate Term Loan Facility" means the term loan facility established pursuant to Section 2.5.

"Variable Rate Term Loan Notes" means the promissory notes of the Borrower substantially in the form of Exhibit F-3 hereto evidencing the Variable Rate Term Loans.

"Variable Rate Term Loan Overadvance" has the meaning specified in Section 2.16(a)(iii).

"Voting Participant" has the meaning specified in Section 11.7(d).

"Voting Participant Notice" has the meaning specified in Section 11.7(d).

"Welfare Benefit Plan" means a Plan which is an "employee welfare benefit plan" within the meaning of Section 3(1) of ERISA.

"Withholding Agent" means (a) the Borrower or any other Loan Party and (b) the Administrative Agent.

"Working Capital" means the sum of, in accordance with GAAP, (i) current assets minus (ii) current liabilities plus (iii) the amount of any negative purchase price accounting adjustments made in connection with the Andersons Transaction (or minus the amount of any positive purchase price accounting adjustments made in connection with the Andersons Transaction). For purposes of calculating "current assets," any available commitment under the Revolving Term Credit Facilities (less the amount that would be considered a current liability if fully advanced) may be included. For purposes of calculating "current liabilities," the aggregate principal amount of all outstanding Revolving Facility Loans, Swing Line Loans and Seasonal Term Loans shall be included.

"Write-Down and Conversion Powers" means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arise, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligations in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

I.1Construction. Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this Agreement and each of the other Loan Documents: (a) references to the plural include the singular, the plural, the part and the whole; (b) the words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation"; (c) the words "hereof," "herein," "hereunder," "hereto" and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document as a whole; (d) article, section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan Document, as the case may be, unless otherwise specified; (e) reference to any Person includes such Person's successors and assigns; (f) reference to any agreement, including this Agreement and any other Loan Document together with the schedules and exhibits hereto or thereto, document or instrument means such agreement, document or instrument as amended, extended, modified, supplemented, replaced, substituted for, superseded, renewed, refinanced, refunded, reaffirmed or restated at any time and from time to time; (g) relative to the determination of any period of time, "from" means "from and including," "to" means "to but excluding," and "through" means "through and including"; (h) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights; (i) section headings herein and in each other Loan Document are included for convenience and shall not affect the interpretation of this Agreement or such Loan Document; (j) any pronoun shall include the corresponding masculine, feminine and neuter terms; (k) reference to any Law shall refer to such Law as amended, modified, supplemented, renewed, or extended from time to time and to any successor or replacement Law promulgated thereunder or substantially related thereto and to any rules and regulations related thereto; (l) reference to any Governmental Authority includes any similar or successor Governmental Authority; (m) the word "will" shall be construed to have the same meaning and effect as the word "shall"; and (n) unless otherwise specified, all references herein to times of day shall be references to Denver, Colorado time.

I.2Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used in preparing audited financial statements in accordance with Section 6.1(b) and all accounting or financial terms have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Article VIII (and all defined terms used in the definition of any accounting term used in Article VIII) has the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the financial statements referred to in Section 5.10. In the event of any change after the date hereof in GAAP, and if such change would affect the computation of any of the financial covenants set forth in Article VIII, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such

financial covenants in a manner that would preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with the Borrower's financial statements at that time, provided that until so amended such financial covenants shall continue to be computed in accordance with GAAP prior to such change therein.

I.3Rounding. Any financial ratios required to be maintained pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio or percentage is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

I.4Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Request therefor (at the time specified therefor in such applicable Letter of Credit or Letter of Credit Request) and as such amount may be reduced by (a) any permanent reduction of such Letter of Credit or (b) any amount which is drawn, reimbursed and no longer available under such Letter of Credit.

I.5Covenant Compliance Generally. For purposes of determining compliance under Article VIII, any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating Consolidated Net Income in the most recent annual financial statements of any Loan Party and its Subsidiaries delivered pursuant to Section 6.1(b). Notwithstanding the foregoing, for purposes of determining compliance with Article VII, with respect to any covenant with respect to the amount of Indebtedness or investment in a currency other than Dollars, no breach of any basket contained therein shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or investment is incurred; provided, that for the avoidance of doubt, the result of any changes in rates of exchange occurring after the time such Indebtedness or investment is incurred shall otherwise apply in all other cases, including determining whether any additional Indebtedness or investment may be incurred at any time in accordance with Article VII and for purposes of calculating financial ratios in accordance with Article VIII.

I.6Holidays. Whenever payment of a Loan to be made or taken hereunder shall be due on a day that is not a Business Day such payment shall be due on the next Business Day (except as provided in Section 2.8) and such extension of time shall be included in computing interest and fees, except that the Loans shall be due on the Business Day preceding the Maturity Date if the Maturity Date is not a Business Day. Whenever any payment or action to be made or taken hereunder (other than payment of the Loans) shall be stated to be due on a day that is not a Business Day, such payment or action shall be made or taken on the next following Business Day, and such extension of time shall not be included in computing interest or fees, if any, in connection with such payment or action.

I.7Divisions. For all purposes under the Loan Documents, in connection with any Division or plan of Division: (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time. Any reference in Section 7.7 or in Section 7.8 to a combination, merger, consolidation, Disposition, dissolution, liquidation, transfer or similar term shall be deemed to apply to a Division, or an allocation of assets to a series of limited liability companies (or the unwinding of such a

Division or allocation) as if it were a combination, merger, consolidation, Disposition, dissolution, transfer or similar term, as applicable, to, of or with a separate Person.

I.CREDIT FACILITIES

I.1Revolving Credit Facility.

(a)Revolving Facility Commitments. Subject to the terms and conditions hereof and relying upon the representations and warranties of the Loan Parties set forth herein and in the other Loan Documents, each Revolving Facility Lender severally agrees to make Revolving Facility Loans to the Borrower at any time or from time to time on or after the Closing Date to, but not including, the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to each such Revolving Facility Loan (i) the aggregate principal amount of such Revolving Facility Lender's Revolving Facility Loans shall not exceed its Available Revolving Facility Commitment, (ii) the Revolving Facility Usage shall not exceed the Revolving Facility Commitments, and (iii) the Revolving Facility Usage shall not exceed the Borrowing Base set forth in the most recent Borrowing Base Certificate delivered to the Administrative Agent. Each request by the Borrower for a Revolving Facility Loan shall be deemed to be a representation by the Borrower that it shall be in compliance with the proviso at the end of the preceding sentence and with Article IV both before and after giving effect to the requested Revolving Facility Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.1.

(b)Revolving Credit Facility Loan Requests. Except as otherwise provided herein or in the CoBank Cash Management Agreement, the Borrower may from time to time prior to the Maturity Date with respect to the Revolving Credit Facility request the Revolving Facility Lenders to make Revolving Facility Loans by delivering to the Administrative Agent, not later than 11:00 a.m., (i) three (3) U.S. Government Securities Business Days prior to the proposed Borrowing Date with respect to Term SOFR Rate Loans; and (ii) one (1) U.S. Government Securities Business Day prior to the proposed Borrowing Date with respect to Daily Simple SOFR Rate Loans, a duly completed Loan Request. Each such Loan Request shall be irrevocable and shall specify the aggregate amount of the proposed Revolving Facility Loans comprising each Borrowing, and, if applicable, the Interest Period, which amounts shall be in (x) integral multiples of $1,000,000.00 and not less than $5,000,000.00 for each Borrowing under the Term SOFR Rate Option, and (y) integral multiples of $1,000,000.00 and not less than $5,000,000.00 for each Borrowing under the Daily Simple SOFR Rate Option.

(c)Nature of Lenders' Obligations with Respect to Revolving Facility Loans. Each Revolving Facility Lender shall be obligated to participate in each request for Revolving Facility Loans pursuant to this Section 2.1 in accordance with its Pro Rata Share. The obligations of each Revolving Facility Lender hereunder are several. The failure of any Revolving Facility Lender to perform its obligations hereunder shall not affect the Obligations of the Borrower to any other party nor shall any other party be liable for the failure of such Revolving Facility Lender to perform its obligations hereunder. Other than Revolving Facility Loans in repayment of Swing Line Loans in accordance with Section 2.3(e) and/or Reimbursement Obligations in accordance with Section 2.12(c), the Revolving Facility Lenders shall have no obligation to make Revolving Facility Loans hereunder on or after the Maturity Date with respect to the Revolving Credit Facility.

(d)Repayment of Revolving Facility Loans. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrower shall repay the entire outstanding principal

amount of Revolving Facility Loans, together with all outstanding interest thereon and unpaid fees with respect thereto, on the Maturity Date with respect to the Revolving Credit Facility.

(e)Increase in Revolving Facility Commitments.

(i)Following the Closing Date, the Borrower may from time to time prior to the Maturity Date with respect to the Revolving Credit Facility, request an increase in the aggregate amount of the Revolving Facility Commitment be made in accordance with this Section 2.1(e) (each, a "Revolving Facility Increase") by delivering a Notice of Revolving Facility Increase to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.1(e)(i)) therein (x) the amount of the requested Revolving Facility Increase (which shall be in a minimum principal amount of $50,000,000.00 and integral multiples of $50,000,000.00 in excess thereof) and (y) the requested effective date of the proposed Revolving Facility Increase (which shall be not less than thirty (30) days from the date of delivery of the Notice of Revolving Facility Increase (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)). Subject to the last sentence in Section 2.1(e)(iv), each Notice of Revolving Facility Increase delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties. At the time of delivery of each Notice of Revolving Facility Increase, the Borrower shall also deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying (1) that, both before and after giving effect to such Revolving Facility Increase, the Borrower shall be in pro forma compliance with the covenants set forth in Article VIII as of the most recent period for which financial statements have been delivered (and showing the calculations thereof), (2) that, both before and after giving effect to such Revolving Facility Increase, there shall not exist a Borrowing Base Deficit, and (3) that no Default or Event of Default then exists or would be caused thereby.

(ii)The aggregate principal amount of all Revolving Facility Increases made pursuant to this Section 2.1(e) shall not exceed the Maximum Revolving Facility Aggregate Increase Amount. The Borrower shall make no more than eight (8) requests for a Revolving Facility Increase. For the avoidance of doubt, each commitment increase and/or new commitment in connection with any Revolving Facility Increase shall constitute a Revolving Facility Commitment hereunder, each loan made in connection with any Revolving Facility Increase shall constitute a Revolving Facility Loan and each such commitment and loan shall be subject to the same terms and conditions as all other Revolving Facility Commitment and Revolving Facility Loans, including with respect to the Maturity Date therefor and interest and fees thereon.

(iii)Upon receipt of a request for a Revolving Facility Increase from the Borrower, the Administrative Agent may, in its sole discretion, offer one or more Lenders with Revolving Facility Commitments, other Lenders or new lenders the opportunity, in such amounts as the Administrative Agent shall determine, to participate in the Revolving Facility Increase by increasing such Xxxxxx's Revolving Facility Commitment or, in the case of another Lender or a new lender, by issuing a Revolving Facility Commitment. The Administrative Agent shall have no obligation to offer any Revolving Facility Lender, other Lender or new lender the opportunity to participate in any such Revolving Facility Increase and nothing herein shall prohibit the Administrative Agent from retaining for its own account, as a Revolving Facility Lender, all or substantially all of such Revolving Facility Increase. Each Revolving Facility Lender, other Lender or new lender that fails to respond to such notice in writing in a form acceptable to the Administrative Agent within the period of time provided therein shall be deemed to have elected not to participate in such Revolving Facility Increase. No Lender or new lender shall have any obligation to participate in any Revolving Facility Increase, and any decision by a

Lender or new lender to participate in any Revolving Facility Increase shall be made in its sole discretion independently from any other Lender or new lender.

(iv)If in response to the offer to participate in such Revolving Facility Increase made by the Administrative Agent pursuant to Section 2.1(e)(iii), the Administrative Agent obtains one or more subscriptions to participate in a requested Revolving Facility Increase from Lenders and/or from any other Person (provided that each such Lender shall be approved by the Administrative Agent, the Issuing Lender and the Swing Line Lender) that has agreed to become a Lender in respect of all or a portion of the Revolving Facility Increase (a "New Revolving Facility Lender"), in excess of the requested Revolving Facility Increase, the Administrative Agent shall have the right, in its sole discretion but with the consent of the Borrower, to reduce and reallocate (within the minimum and maximum amounts specified by each such Lender or New Revolving Facility Lender in its notice to the Administrative Agent) the shares of the Revolving Facility Increase of the Lenders or New Revolving Facility Lenders willing to commit to such Revolving Facility Increase so that the total committed Revolving Facility Increase equals the requested Revolving Facility Increase. If the Administrative Agent does not receive commitments from Lenders or New Revolving Facility Lenders in an amount sufficient to fund the requested Revolving Facility Increase, the Administrative Agent shall so notify Borrower and the request for such Revolving Facility Increase shall be deemed automatically either (1) if the amount of the commitments received is equal to or more than the minimum amount specified in Section 2.1(e)(i), reduced to equal the amount of the commitments received, or (2) if the amount of the commitments received is less than the minimum amount specified in Section 2.1(e)(i), rescinded.

(v)Provided that the Notice of Revolving Facility Increase is not rescinded as provided in the last sentence of Section 2.1(e)(iv), the Administrative Agent shall provide to the Borrower, each Revolving Facility Lender, each Revolving Facility Lender increasing its Revolving Facility Commitment in connection with such Revolving Facility Increase, each other Person that has agreed to become a Lender in respect of all or a portion of the Revolving Facility Increase, and each New Revolving Facility Lender, a notice setting forth (w) the amount of the approved Revolving Facility Increase and, after giving effect thereto, the aggregate Revolving Facility Commitments, (x) the effective date of the approved Revolving Facility Increase, (y) any fees payable to the Lenders (including New Revolving Facility Lenders) subscribing to a portion of such Revolving Facility Increase, and (z) for each Revolving Facility Lender, its respective Revolving Facility Commitment and Pro Rata Share of the aggregate Revolving Facility Commitments after giving effect to the Revolving Facility Increase. In addition, a fee letter shall be entered into between the Administrative Agent and Borrower in connection with any such Revolving Facility Increase setting forth all fees payable to the Administrative Agent in connection with obtaining subscriptions for, and implementation of, the Revolving Facility Increase (which fee letter shall be a Fee Letter).

(vi)On the effective date of a Revolving Facility Increase:

(A)Each New Revolving Facility Lender shall execute and deliver a lender joinder substantially in the form of Exhibit J-3 hereto;

(B)the Borrower shall pay to the Administrative Agent such fees as may be described in any Fee Letter related to such Revolving Facility Increase;

(C)the Borrower shall execute and deliver a replacement Revolving Facility Note for any Revolving Facility Lender that may require one;

(D)the Borrower shall deliver to the Administrative Agent officer's certificates and ratification agreements executed by each Loan Party and such evidence of satisfaction of all conditions set forth in Section 4.2, appropriate corporate authorization on the part of each Loan Party with respect to the requested Revolving Facility Increase, amendments to any other Loan Documents reasonably requested by the Administrative Agent in relation to the requested Revolving Facility Increase (which amendments to the Loan Documents (other than this Agreement) the Administrative Agent is hereby authorized to execute on behalf of the Lenders), updates or endorsements to policies of title insurance, flood hazard determination certificates (and, if applicable, evidence of flood insurance) with respect to each parcel of property subject to a Mortgage, such amendments to the existing Mortgages as the Administrative Agent shall deem necessary to increase the amount of indebtedness secured thereby due to the increase in the Secured Obligations as a result of the Revolving Facility Increase, the results of lien searches from applicable jurisdictions, and such opinions of counsel for the Loan Parties with respect to the requested Revolving Facility Increase and other assurances as the Administrative Agent may reasonably request;

(E)the Borrower shall in coordination with the Administrative Agent repay outstanding Revolving Facility Loans of certain Revolving Facility Lenders and obtain additional Revolving Facility Loans from other Revolving Facility Lenders (both existing and new), in each case, to the extent necessary so that all Revolving Facility Lenders participate in outstanding Revolving Facility Loans ratably, on the basis of their respective Revolving Facility Commitments, after giving effect to the increase in the aggregate Revolving Facility Commitments effected by implementation of the Revolving Facility Increase;

(F)each Revolving Facility Lender (both existing and new) participating in the Revolving Facility Increase (1) will be deemed to have purchased a participation in each then-outstanding Letter of Credit equal to its Pro Rata Share of such Letter of Credit in accordance with Section 2.12 and the participation of each other Revolving Facility Lender in such Letter of Credit shall be adjusted accordingly, (2) will acquire (and will pay to the Administrative Agent, for the account of each other Revolving Facility Lender, in immediately available funds, an amount equal to) its Pro Rata Share of all outstanding Participation Advances, and (3) will be deemed to have purchased a participation in each then-outstanding Swing Line Loan equal to its Pro Rata Share of such Swing Line Loan in accordance with Section 2.3 and the participation of each other Revolving Facility Lender in such Swing Line Loan shall be adjusted accordingly;

(G)the Administrative Agent shall confirm, in writing, that the approved Revolving Facility Increase has become effective and that the aggregate Revolving Facility Commitments have been increased by the amount thereof.

(vii)The parties hereby agree that the borrowing notice, minimum borrowing, pro rata borrowing, and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to Sections 2.1(e)(vi)(E) and 2.1(e)(vi)(F). Any repayments made pursuant to Sections 2.1(e)(vi)(E) or 2.1(e)(vi)(F) shall be accompanied by payment of all accrued interest on the amount prepaid and all amounts owed pursuant to Sections 3.5 and 11.3.

(viii)The Administrative Agent shall record relevant information regarding each Revolving Facility Increase (including information with respect to New Revolving Facility Lenders) in the Register in accordance with Section 11.7(c); provided, however, that failure to make any such recordation, or any error in such recordation, shall not affect the Borrower's obligations in respect of any Revolving Facility Commitments or Revolving Loans.

I.2Seasonal Term Loans.

(a)From the Closing Date until the Maturity Date with respect to the Revolving Credit Facility, the Borrower may, during the period beginning on each December 1 and ending on (but not including) the immediately subsequent May 31, from time to time request that term loans be made to it in accordance with this Section 2.2 (each, a "Seasonal Term Loan") by delivering a Notice of Seasonal Term Loan Borrowing to the Administrative Agent, specifying therein (subject to the restrictions set forth in Section 2.2(b)) (i) the amount of the Tranche of Seasonal Term Loans requested (which Tranche shall be in a minimum principal amount of $50,000,000.00 and integral multiples of $50,000,000.00 in excess thereof) and (ii) the requested advance date of the proposed Seasonal Term Loans comprising such Tranche (which shall be not less than twenty (20) days from the date of delivery of the Notice of Seasonal Term Loan Borrowing (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion). Subject to the last sentence in Section 2.2(d), each Notice of Seasonal Term Loan Borrowing delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties. At the time of delivery of each Notice of Seasonal Term Loan Borrowing, the Borrower shall also deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying (1) that, both before and after giving effect to a Borrowing of such Tranche of Seasonal Term Loans, the Borrower shall be in pro forma compliance with the covenants set forth in Article VIII as of the most recent period for which financial statements have been delivered (and showing the calculations thereof), (2) that, both before and after giving effect to a Borrowing of such Tranche of Seasonal Term Loans, there shall not exist a Borrowing Base Deficit, and (3) that no Default or Event of Default then exists or would be caused thereby. There shall be no more than two Tranches of Seasonal Term Loans outstanding at any one time.

(b)The aggregate principal amount of all Seasonal Term Loan Commitments of all Tranches of Seasonal Term Loans made pursuant to this Section 2.2 shall not exceed the Maximum Aggregate Seasonal Term Loan Amount. Repayments of the principal of any Seasonal Term Loans may not be reborrowed. Each Tranche of Seasonal Term Loans shall bear interest at the Benchmarks plus such Applicable Margin as is set forth in the Seasonal Term Loan Funding Agreement (as defined below) related to such Tranche, and shall be subject to the amortization set forth in the applicable Seasonal Term Loan Funding Agreement relating to such Tranche. All Seasonal Term Loans shall for all purposes be Obligations hereunder and under the Loan Documents.

(c)Upon receipt of a request for a Tranche of Seasonal Term Loans from the Borrower, the Administrative Agent may, in its sole discretion, offer one or more Lenders or new lenders the opportunity, in such amounts as the Administrative Agent shall determine, to participate in the requested Tranche of Seasonal Term Loans. The Administrative Agent shall have no obligation to offer any Lender or new lender the opportunity to participate in any such Tranche of Seasonal Term Loans and nothing herein shall prohibit the Administrative Agent from retaining for its own account, as a Seasonal Term Lender, all or substantially all of such Tranche of Seasonal Term Loans. The Administrative Agent shall deliver a copy of each Notice of Seasonal Term Loan Borrowing to such Lenders or other Persons that qualify as an Eligible Assignee as may be determined by the Administrative Agent in its reasonable discretion with the approval of the Borrower or as may be specified by the Borrower with the consent of the Administrative Agent. Each Lender or new lender that fails to respond to such a notice in writing in a form acceptable to the Administrative Agent within the period of time provided therein shall be deemed to have elected not to participate in such Tranche of Seasonal Term Loans. No Lender or new lender shall have any obligation to fund any Seasonal Term Loan, and any decision by a Lender or new lender to fund any Seasonal Term Loan shall be made in its sole discretion independently from any other Lender or new lender.

(d)If in response to the offer to participate in such Tranche made by the Administrative Agent pursuant to Section 2.2(c), the Administrative Agent receives commitments from Lenders and/or from any other Person that has agreed to become a Lender (provided that each such Lender shall be approved by the Administrative Agent) in respect of all or a portion of the Seasonal Term Loan (a "New Seasonal Term Lender"), in excess of the requested Seasonal Term Loan, the Administrative Agent shall have the right, in its sole discretion but with the consent of the Borrower, to reduce and reallocate (within the minimum and maximum amounts specified by each such Lender or New Seasonal Term Lender in its notice to the Administrative Agent) the shares of the Seasonal Term Loan of the Lenders or New Seasonal Term Lenders willing to fund (or commit to fund) such Seasonal Term Loan so that the total committed Seasonal Term Loan equals the requested Seasonal Term Loan. If the Administrative Agent does not receive commitments from Lenders or New Seasonal Term Lenders in an amount sufficient to fund the requested Seasonal Term Loan, the Administrative Agent shall so notify Borrower and the request for such Seasonal Term Loan shall be deemed automatically rescinded; provided, the Borrower may submit a replacement Notice of Seasonal Term Loan Borrowing setting forth different terms for the requested Seasonal Term Loan.

(e)An agreement to fund Seasonal Term Loans (a "Seasonal Term Loan Funding Agreement"), pursuant to this Section 2.2 shall become effective upon the receipt by the Administrative Agent of an agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower signed by each Loan Party, by each New Seasonal Term Lender and by each existing Lender who has agreed to fund such Seasonal Term Loans, setting forth (i) the Interest Rate Option(s) and the Applicable Margin(s) to be applicable to all Seasonal Term Loans, (ii) the amortization for all Seasonal Term Loans, (iii) the amount of any upfront or closing fees to be paid by the Borrower to the Lenders funding the Seasonal Term Loans requested, and (iv) the agreement of each New Seasonal Term Lender to become a party to this Agreement as a Lender and to be bound by all the terms and provisions hereof, together with officer's certificates and ratification agreements executed by each Loan Party and such evidence of satisfaction of all conditions set forth in Section 4.2, appropriate corporate authorization on the part of each Loan Party with respect to the requested Seasonal Term Loan, amendments to any other Loan Documents reasonably requested by the Administrative Agent in relation to the requested Seasonal Term Loan (which amendments to the Loan Documents (other than this Agreement) the Administrative Agent is hereby authorized to execute on behalf of the Lenders), updates or endorsements to policies of title insurance, flood hazard determination certificates (and, if applicable, evidence of flood insurance) with respect to each parcel of property subject to a Mortgage, the results of lien searches from applicable jurisdictions, and such opinions of counsel for the Loan Parties with respect to the requested Seasonal Term Loan and other assurances as the Administrative Agent may reasonably request.

(f)In addition to any prepayments or repayments made pursuant to Sections 2.15 and 2.16, the principal of the Seasonal Term Loans of each Tranche shall be repaid on such dates and in such amounts as may be set forth in the Notice of Seasonal Term Loan Borrowing for such Tranche, to be applied to the unpaid principal amount of the Seasonal Term Loans for such Tranche for which such payment relates. Notwithstanding anything herein to the contrary, the entire outstanding principal balance of the Seasonal Term Loans shall be due and payable in full in cash on the applicable Maturity Date.

(g)The Administrative Agent shall record relevant information regarding each Tranche of Seasonal Term Loans (including information with respect to New Seasonal Term Lenders) in the Register in accordance with Section 11.7(c); provided, however, that failure to make any such recordation, or any error in such recordation, shall not affect the Borrower's obligations in respect of any Seasonal Term Loan Commitment or Seasonal Term Loan.

I.3Swing Line Loans.

(a)Swing Line Commitments. Subject to the terms and conditions hereof and relying upon the agreements of the Revolving Facility Lenders set forth in this Section 2.3, the Swing Line Lender shall make Swing Line Loans to the Borrower at any time or from time to time after the Closing Date to, but not including, the Maturity Date with respect to the Revolving Credit Facility; provided, that after giving effect to any such Swing Line Loan, (i) the aggregate amount of Swing Line Loans shall not exceed the Swing Line Commitment, (ii) the Revolving Facility Usage shall not exceed the Revolving Facility Commitments and (iii) both before and after giving effect to such Swing Line Loan, there shall not exist a Borrowing Base Deficit. Each request by the Borrower for a Swing Line Loan shall be deemed to be a representation by the Borrower that it is in compliance with the proviso at the end of the preceding sentence and with Article IV after giving effect to the requested Swing Line Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans in accordance with this Section 2.3. The Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. If at any time the aggregate principal balance of the Swing Line Loans then outstanding exceeds the Swing Line Commitment, the Borrower shall be deemed to have requested the Revolving Facility Lenders to make Revolving Facility Loans in the amount of the difference in the manner and pursuant to the terms of Section 2.1(b).

(b)Cash Management Arrangements. The Borrower and the Swing Line Lender may enter into a cash management agreement (including the CoBank Cash Management Agreement) providing for the automatic advance by the Swing Line Lender of Swing Line Loans under the conditions set forth in such agreement, which conditions shall be in addition to the conditions set forth herein and which shall be in form and substance reasonably acceptable to the Administrative Agent.

(c)Swing Line Loan Requests. Except as otherwise provided herein or in the CoBank Cash Management Agreement, the Borrower may from time to time prior to the Maturity Date with respect to the Revolving Credit Facility request that the Swing Line Lender make Swing Line Loans by delivery to the Swing Line Lender (with a copy to the Administrative Agent) not later than 12:00 noon (or such later time as the applicable cash management agreement, if any, may permit or otherwise as the Swing Line Lender in its sole discretion may agree) on the proposed Borrowing Date of a duly completed and executed Loan Request, by telephonic request promptly followed by a duly completed and executed Loan Request, or by such other method of request as may be provided for in any applicable cash management agreement. Each such request shall be irrevocable and shall specify the proposed Borrowing Date and the principal amount of such Swing Line Loan. Minimum borrowing amounts shall not apply to Swing Line Loans, except as provided for in any applicable cash management agreement. Promptly after receipt of any such request for a Swing Line Loan, the Swing Line Lender will confirm with the Administrative Agent that the Administrative Agent received a copy of the same and, if not, provide the Administrative Agent with information regarding the requested Swing Line Loan.

(d)Making Swing Line Loans. So long as the Swing Line Lender has not received timely telephonic or written notice from the Administrative Agent that one or more conditions precedent to the making of a Credit Extension under Section 4.2 have not been satisfied, the Swing Line Lender, after receipt by it of a Loan Request in accordance with Section 2.3(c), shall fund such Swing Line Loan to the Borrower in Dollars and immediately available funds at the Principal Office prior to 2:00 p.m. or as otherwise agreed in any applicable cash management agreement on the Borrowing Date; provided, that at any time that the CoBank Cash Management Agreement is in effect, the Swing Line Lender may waive,

in its sole discretion, any one or more of the conditions precedent in Section 4.2 with respect to the making of any Swing Line Loan.

(e)Borrowings to Repay Swing Line Loans. The Swing Line Lender may, at its option, exercisable at any time for any reason whatsoever, request that the Administrative Agent demand repayment of the Swing Line Loans. Upon such request, the Administrative Agent shall demand repayment of the Swing Line Loans, and each Revolving Facility Lender shall make a Revolving Facility Loan in an amount equal to such Xxxxxx's Pro Rata Share of the aggregate principal amount of the outstanding Swing Line Loans, plus, if the Swing Line Lender has so requested, accrued interest thereon, provided, that no Revolving Facility Lender shall be obligated in any event to make Revolving Facility Loans in excess of its Available Revolving Facility Commitment. Revolving Facility Loans made pursuant to the preceding sentence shall bear interest at the Daily Simple SOFR Rate Option and shall be deemed to have been properly requested in accordance with Section 2.1(b) without regard to any of the requirements of such provision. Each Revolving Facility Lender acknowledges and agrees that its obligations to fund Swing Line Loans pursuant to this Section 2.3(e) and/or to acquire participations pursuant to Section 2.3(f) in respect of Swing Line Loans are absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any failure by the Borrower to satisfy any of the conditions set forth in Section 4.2. The Administrative Agent shall provide notice to the Revolving Facility Lenders that such Revolving Facility Loans are to be made under this Section 2.3 and of the apportionment among the Revolving Facility Lenders, and the Revolving Facility Lenders shall be unconditionally obligated to fund such Revolving Facility Loans (whether or not the conditions specified in Section 2.1(b) are then satisfied) by the time requested by the Swing Line Lender and designated in such notice from the Administrative Agent, which shall not be earlier than 2:00 p.m. on the Business Day next after the date the Revolving Facility Lenders receive such notice from the Administrative Agent.

(f)Risk Participations in Swing Line Loans. Immediately upon the making of each Swing Line Loan, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in such Swing Line Loan in an amount equal to such Revolving Facility Lender's Pro Rata Share (determined in accordance with clause (a) of the definition thereof) of the principal amount of such Swing Line Loan, and such interest and participation may be recovered from such Revolving Facility Lender together with interest thereon at the Daily Simple SOFR Rate for each day during the period commencing on the date of demand and ending on the date such amount is received (subject to the limitation in clause (e) above that no Revolving Facility Lender shall be obligated in any event to make Revolving Facility Loans in excess of its Available Revolving Facility Commitment).

(g)Repayment of Swing Line Loans. On the Maturity Date with respect to the Revolving Credit Facility, if not sooner demanded, the Borrower shall repay in full the outstanding principal amount of the Swing Line Loans, together will all accrued and unpaid interest and any applicable fees.

(h)Protective Advances.

(i) Subject to the limitations set forth below, the Administrative Agent, in its capacity as Swing Line Lender, is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but with absolutely no obligation), to make Swing Line Loans to or for the account

of the Borrower that the Administrative Agent, in its reasonable discretion, deems necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of, repayment of Loans and other Secured Obligations, or (C) to pay any other amount chargeable to or required to be paid by any Loan Party under the Loan Documents (any of such Swing Line Loans herein referred to as a “Protective Advance”), notwithstanding that, after giving effect to any such Swing Line Loans, the Revolving Facility Usage would exceed the Revolving Facility Commitments, the outstanding principal balance of all Swing Line Loans would exceed the Swing Line Commitment, or the conditions precedent set forth in Section 4.2 have not been satisfied.

(ii) If funding a Protective Advance would cause the Revolving Facility Usage (including all Protective Advances) to exceed the Revolving Facility Commitments or the Swing Line Loans to exceed the Swing Line Commitment, then the Administrative Agent in its capacity as a Revolving Facility Lender and the Swing Line Lender, in its sole discretion, may increase its Revolving Facility Commitment (and, concurrently, its Swing Line Commitment, if necessary) in an amount determined by the Administrative Agent to be sufficient to accommodate such Protective Advance and such future Protective Advances as the Administrative Agent may reasonably anticipate making (each, a “Protective Advance Commitment Increase”); provided, that the aggregate amount of Protective Advance Commitment Increases shall not exceed $50,000,000.00 at any time. In no event shall any such Protective Advance Commitment Increase modify or increase the Revolving Facility Commitment of any Lender other than the Revolving Facility Commitment (and Swing Line Commitment) of the Administrative Agent, in its capacities as a Revolving Facility Lender and the Swing Line Lender. In connection with any Protective Advance, the Borrower shall pay any and all fees imposed by the Administrative Agent in any Fee Letter or otherwise.

(iii) All Protective Advances shall constitute Swing Line Loans hereunder and, as such, shall be Secured Obligations secured by all Collateral, shall bear interest and be payable as are all other Swing Line Loans and shall be subject to all terms and conditions applicable to Swing Line Loans set forth and described in this Section 2.3 and otherwise in this Agreement; provided, however, that each Protective Advance shall be repaid by the Borrower on demand or, if no demand is made, within thirty (30) days after the funding thereof.

(iv) Except as set forth in the next sentence, all Revolving Facility Lenders shall be obligated to make Revolving Facility Loans under Section 2.3(e) or to purchase participations under Section 2.3(f) in connection with Protective Advances in the same manner as so required with respect to all Swing Line Loans, so long as the making of any such Revolving Facility Loan or purchase of a participation does not cause the aggregate amount of Revolving Facility Loans or participations made or purchased by a Revolving Facility Lender to exceed the amount of its respective Revolving Facility Commitment. Notwithstanding anything to the contrary set forth in this Agreement, to the

extent that the funding of any Protective Advance would cause the Revolving Facility Usage (including all Protective Advances) to exceed the Revolving Facility Commitments (such amount, the “Protective Advance Overage”), such Protective Advance Overage shall be for the sole account of the Administrative Agent, in its capacities as a Revolving Facility Lender and the Swing Line Lender, and no other Revolving Facility Lender shall be obligated to make Revolving Facility Loans under Section 2.3(e) or to purchase participations under Section 2.3(f) in connection with Protective Advances in connection with such Protective Advance Overage at any time, regardless of whether the Revolving Facility Usage (including all Protective Advances) is as of such date of determination less than the Revolving Facility Commitments.

(v) The Administrative Agent shall not be required to obtain the consent of any Secured Party as a condition to making a Protective Advance or implementing a Protective Advance Commitment Increase, but the Administrative Agent’s discretion to make Protective Advances and implement Protective Advance Commitment Increases may be revoked at any time in writing by the Required Lenders. No such revocation shall affect any Lender’s obligations under Section 2.3 with respect to Protective Advances made prior to the effective date of the revocation. A Protective Advance Commitment Increase may be terminated at any time in the Administrative Agent’s sole discretion, whereupon the Revolving Facility Commitment and Swing Line Commitment of the Administrative Agent shall be reduced by the amount of such terminated Protective Advance Commitment Increase.

(vi) On the Maturity Date with respect to the Revolving Credit Facility, if not sooner repaid, the Borrower shall repay in full the outstanding principal amount of all Protective Advances, together with all accrued and unpaid interest and any applicable fees.

(vii) In no event shall the Borrower or any other Loan Party be deemed a beneficiary of this Section 2.3(h) nor authorized to enforce any of its terms.

I.4Revolving Term Credit Facility.

(a)Revolving Term Facility Commitments. Subject to the terms and conditions hereof and relying upon the representations and warranties of the Loan Parties set forth herein and in the other Loan Documents, each Revolving Term Facility Lender severally agrees to make Revolving Term Loans to the Borrower at any time or from time to time on or after the Closing Date to, but not including, the Maturity Date with respect to the Revolving Term Credit Facility; provided, that after giving effect to each such Revolving Term Loan (i) the aggregate principal amount of such Revolving Term Facility Lender's Revolving Term Loans shall not exceed its Available Revolving Term Facility Commitment, and (ii) the Revolving Term Facility Usage shall not exceed the Revolving Term Facility Commitments. Each request by the Borrower for a Revolving Term Loan shall be deemed to be a representation by the Borrower that it shall be in compliance with the proviso at the end of the preceding sentence and with Article IV both before and after giving effect to the requested Revolving Term Loan. Within such limits of time and amount and subject to the other provisions of this Agreement, the Borrower may borrow, repay and reborrow pursuant to this Section 2.4.

(b)Revolving Term Loan Requests. Except as otherwise provided herein or in the CoBank Cash Management Agreement, the Borrower may from time to time prior to the Maturity Date with respect to the Revolving Term Credit Facility request the Revolving Term Facility Lenders to make Revolving Term Loans by delivering to the Administrative Agent, not later than 11:00 a.m., (i) three (3) U.S. Government Securities Business Days prior to the proposed Borrowing Date with respect to Term SOFR Rate Loans; and (ii) one (1) U.S. Government Securities Business Day prior to the proposed Borrowing Date with respect to Daily Simple SOFR Rate Loans, a duly completed Loan Request. Each such Loan Request shall be irrevocable and shall specify the aggregate amount of the proposed Revolving Term Loans comprising each Borrowing, and, if applicable, the Interest Period, which amounts shall be in (x) integral multiples of $5,000,000.00 and not less than $5,000,000.00 for each Borrowing under the Term SOFR Rate Option, and (y) integral multiples of $5,000,000.00 and not less than $5,000,000.00 for each Borrowing under the Daily Simple SOFR Rate Option.

(c)Nature of Lenders' Obligations with Respect to Revolving Term Loans. Each Revolving Term Facility Lender shall be obligated to participate in each request for Revolving Term Loans pursuant to this Section 2.4 in accordance with its Pro Rata Share. The obligations of each Revolving Term Facility Lender hereunder are several. The failure of any Revolving Term Facility Lender to perform its obligations hereunder shall not affect the Obligations of the Borrower to any other party nor shall any other party be liable for the failure of such Revolving Term Facility Lender to perform its obligations hereunder. The Revolving Term Facility Lenders shall have no obligation to make Revolving Term Loans hereunder on or after the Maturity Date with respect to the Revolving Term Credit Facility.

(d)Repayment of Revolving Term Loans. Notwithstanding anything herein or in any other Loan Document to the contrary, the Borrower shall repay the entire outstanding principal amount of Revolving Term Loans, together with all outstanding interest thereon and unpaid fees with respect thereto, on the Maturity Date with respect to the Revolving Term Credit Facility.

I.5Variable Rate Term Loan.

(a)Variable Rate Term Loan Commitments. Subject to the terms and conditions hereof, and relying upon the representations and warranties of the Loan Parties set forth herein and in the other Loan Documents, each Variable Rate Term Lender severally agrees to make a term loan (the "Variable Rate Term Loan") to the Borrower on the Closing Date in such principal amount as the Borrower shall request up to, but not exceeding the lesser of (i) such Variable Rate Term Lender's Variable Rate Term Loan Commitment or (ii) such Variable Rate Term Lender's Pro Rata Share of the aggregate principal amount of Variable Rate Term Loans to be funded on the Closing Date. The request by the Borrower for the Variable Rate Term Loan shall be deemed to be a representation by the Borrower that it shall be in compliance with Article IV both before and after giving effect to the requested Variable Rate Term Loan.

(b)Variable Rate Term Loan Request. The Borrower shall request the Variable Rate Term Lenders to make the Variable Term Loans by delivering to the Administrative Agent, not later than 11:00 a.m., (i) three (3) U.S. Government Securities Business Days prior to the expected Closing Date with respect to Term SOFR Rate Loans, and (ii) one (1) U.S. Government Securities Business Day prior to the expected Closing Date with respect to Daily Simple SOFR Rate Loans, a duly completed Loan Request. The Loan Request with respect to the Variable Rate Term Loan shall be subject to the occurrence of the Closing Date but otherwise shall be irrevocable and shall specify the aggregate amount

of the proposed Variable Rate Term Loans comprising each Borrowing, and, if applicable, the Interest Period.

(c)Nature of Lenders' Obligations with Respect to Variable Rate Term Loans. The failure of any Variable Rate Term Lender to make a Variable Rate Term Loan shall not relieve any other Variable Rate Term Lender of its obligations to make a Variable Rate Term Loan nor shall it impose any additional liability on any other Lender hereunder. The Variable Rate Term Lenders shall have no obligation to make the Variable Rate Term Loans after the Closing Date. The Variable Rate Term Loan Commitments are not revolving commitments, and the Borrower shall not have the right to repay and reborrow under this Section 2.5.

(d)Repayment of Variable Rate Term Loans. In addition to any prepayments or repayments made pursuant to Sections 2.15 and 2.16, the Borrower shall repay the aggregate outstanding principal balance of the Variable Rate Term Loan in quarterly principal payments on the dates and in the amounts set forth in Schedule 2.5. Notwithstanding anything herein to the contrary, the entire outstanding principal balance of the Variable Rate Term Loans shall be due and payable in full in cash on the Maturity Date with respect to the Variable Rate Term Loan Facility.

I.6Fixed Rate Term Loan.

(a)Fixed Rate Term Loan Commitments. An existing fixed rate term loan in the original aggregate principal amount of $22,476,180.00 (the “Existing Fixed Rate Term Loan”) was advanced to the Borrower on September 29, 2022 and remains outstanding in the aggregate principal amount of $11,192,740.00 immediately prior to the Closing Date. Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Fixed Rate Term Loan Commitment agrees (severally, not jointly or jointly and severally) to convert, exchange and “cashless roll” its Pro Rata Share of the Existing Fixed Rate Term Loan for an equivalent amount of new term loans (collectively, the “Fixed Rate Term Loan”) to the Borrower, such that as of the Closing Date (a) each Lender with a Fixed Rate Term Loan Commitment shall hold an amount equal to such Lender’s Pro Rata Share of the Fixed Rate Term Loan Facility in accordance with this Agreement and (b) the entire amount of the Existing Fixed Rate Term Loan shall be deemed repaid simultaneously with the borrowing of the Fixed Rate Term Loan, with each Lender with a Fixed Rate Term Loan Commitment hereby irrevocably agreeing to accept, in lieu of cash for the outstanding principal amount of its Existing Fixed Rate Term Loan so prepaid, an equal principal amount of the Fixed Rate Term Loan in accordance with this Agreement; provided, that, (x) each such Lender with a Fixed Rate Term Loan Commitment hereby waives its right to any compensation for any loss, cost or expense required pursuant to Section 3.5 (and Section 3.5 of the Existing Credit Agreement) with respect to the conversion, exchange and “cashless roll” of its portion of the Existing Fixed Rate Term Loan; and (y) the Borrower agrees to pay to the Administrative Agent, on the first interest payment date for the Fixed Rate Term Loan pursuant to Schedule 2.6 following the Closing Date and for the ratable benefit of the Lenders holding a portion of the Existing Fixed Rate Term Loan, all accrued and unpaid interest on the Existing Fixed Rate Term Loan to the Closing Date.

(b)Fixed Rate Term Loan Principal. Schedule 2.6 sets forth the principal amount of each Fixed Rate Term Loan as of the Closing Date.

(c)Nature of Lenders' Obligations with Respect to Fixed Rate Term Loans. The Fixed Rate Term Loan Commitments are not revolving commitments, and the Borrower shall not have the right to repay and reborrow under this Section 2.6.

(d)Repayment of Fixed Rate Term Loans. In addition to any prepayments or repayments made pursuant to Sections 2.15 and 2.16, the Borrower shall repay the aggregate outstanding principal balance of the Fixed Rate Term Loans on the dates and in the amounts set forth in Schedule 2.6. Notwithstanding anything herein to the contrary, the entire outstanding principal balance of each Fixed Rate Term Loan shall be due and payable in full in cash on the Maturity Date with respect to such Fixed Rate Term Loan.

I.7Interest Rate Provisions. The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans, it being understood that, subject to the provisions of this Agreement, the Borrower may select different Interest Rate Options and different Interest Periods to apply to different Borrowings at any time outstanding and may convert to or renew one or more Interest Rate Options with respect to all or any portion of any Borrowing (subject to minimum amounts set forth in Sections 2.1(b), 2.2, and 2.4(b); provided that there shall not be at any one time outstanding more than ten (10) Borrowings of Term SOFR Rate Loans; provided, further, that each Fixed Rate Term Loan shall bear interest until the applicable Maturity Date at the rate set forth for such Loan on Schedule 2.6; and provided, further, that if a Default or an Event of Default has occurred and is continuing, (x) the Borrower may not request, convert to, or renew any Term SOFR Rate Loans, (y) the Borrower may not request or convert to any Daily Simple SOFR Rate Loans, and (z) immediately upon the occurrence and during the continuation of an Event of Default under clause (a) or (l) of Section 9.1 or immediately after written demand by the Administrative Agent (or by the Required Lenders to the Administrative Agent) after the occurrence and during the continuation of any other Event of Default, any Daily Simple SOFR Rate Loans will convert to Alternate Base Rate Loans. If at any time the designated rate applicable to any Loan made by any Lender exceeds the Maximum Rate, the rate of interest on such Lender's Loan shall be limited to such Lender's Maximum Rate.

(a)Interest Rate Options. Swing Line Loans and all other Obligations not constituting Revolving Facility Loans, Revolving Term Loans, Variable Rate Term Loans, Seasonal Term Loans or Fixed Rate Term Loans shall bear interest calculated based upon the Daily Simple SOFR Rate Option. Subject to the limitations set forth in Section 3.3, the Borrower shall have the right to select from the following Interest Rate Options applicable to the Revolving Facility Loans, Revolving Term Loans, Variable Rate Term Loans and any Seasonal Term Loans:

(i)Daily Simple SOFR Rate Option: An option to pay interest at a fluctuating rate per annum equal to the Daily Simple SOFR Rate in effect as of any date of determination plus the Applicable Margin as of such date; or

(ii)Term SOFR Rate Option: An option to pay interest at a fluctuating rate per annum equal to the Term SOFR Rate with respect to the applicable Interest Period and as in effect as of any date of determination plus the Applicable Margin as of such date.

(b)Day Count Basis. Interest and fees shall be calculated on the basis of a 360-day year for the actual number of days elapsed (which results in more interest or fees, as the case may be, being paid than if calculated on the basis of a 365-day year). The date of funding or conversion of a Term SOFR Rate Loan to a Daily Simple SOFR Rate Loan and the first day of an Interest Period shall be included in the calculation of interest. The date of payment of any Loan and the last day of an Interest Period shall be excluded from the calculation of interest; provided, if a Loan is repaid on the same day that it is made, one (1) day's interest shall be charged.

(c)SOFR. In connection with the use or administration of the Term SOFR Rate and the Daily Simple SOFR Rate, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use or administration of the Term SOFR Rate or the Daily Simple SOFR Rate.

I.8Interest Periods. In order to convert a Daily Simple SOFR Rate Loan or Term SOFR Rate Loan or to continue a Term SOFR Rate Loan, the Borrower shall deliver to the Administrative Agent a duly completed, written request therefor substantially in the form of Exhibit I (each, a "Conversion or Continuation Notice") not later than 11:00 a.m. (i) with respect to a conversion to or continuation of a Term SOFR Rate Loan, at least three (3) U.S. Government Securities Business Days prior to the proposed effective date of such conversion or continuation and (ii) with respect to a conversion to a Daily Simple SOFR Rate Loan, at least one (1) U.S. Government Securities Business Day prior to the proposed effective date of such conversion. The Conversion or Continuation Notice shall specify (i) which Borrowings (including the principal amount thereof) are subject to such request, and, in the case of any Term SOFR Rate Loan to be converted or continued, the last day of the current Interest Period therefor, (ii) the proposed effective date of such conversion or continuation (which shall be a Business Day), (iii) whether the Borrower is requesting a continuation of Term SOFR Rate Loans or a conversion of Borrowings from one interest rate option to another interest rate option, and (iv) if a continuation of or conversion to Term SOFR Rate Loans is requested, the requested Interest Period with respect thereto. In addition, the following provisions shall apply to any continuation of or conversion of any Borrowings:

(a)Amount of Loans. After giving effect to such conversion or continuation, each Borrowing of Revolving Facility Loans, Seasonal Term Loans and Revolving Term Loans shall be in an amount no less than the applicable minimum amount set forth in Sections 2.1(b), 2.2, and 2.4(b), respectively.

(b)Commencement of Interest Period. In the case of any borrowing of, conversion to or continuation of any Term SOFR Rate Loan, the Interest Period shall commence on the date of advance or continuation of, or conversion to, any Term SOFR Rate Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires. Upon a conversion from a Term SOFR Rate Loan to a Daily Simple SOFR Rate Loan, interest at the Daily Simple SOFR Rate Option shall commence on the last day of the existing Interest Period.

(c)Selection of Interest Rate Options. If the Borrower elects to continue a Term SOFR Rate Loan but fails to select a new Interest Period to apply thereto, then a one month Interest Period automatically shall apply. If the Borrower fails to duly request the continuation of any Borrowing consisting of Term SOFR Rate Loans on or before the date specified and otherwise in accordance with the provisions of this Section 2.8, then such Term SOFR Rate Loan automatically shall be converted to a Daily Simple SOFR Rate Loan, and interest at the Daily Simple SOFR Rate Option shall commence on the last day of the existing Interest Period.

I.9Making of Loans.

(a)Notifications and Payments. The Administrative Agent shall, promptly after receipt by it of a Loan Request pursuant to Sections 2.1(b), 2.4(b), 2.5(b) or 2.6(b), notify the applicable Lenders of such Class of Loan of its receipt of such Loan Request specifying the information provided by the Borrower and the apportionment among the Lenders of the requested Loan as determined by the Administrative Agent in accordance with Section 2.1, 2.4, 2.5, or 2.6, as applicable. Each applicable Lender shall remit the principal amount of their Pro Rata Share of the Loan to the Administrative Agent such that the Administrative Agent is able to, and the Administrative Agent shall, to the extent the Lenders have made funds available to it for such purpose and subject to the terms and conditions of Section 2.1, 2.4, 2.5, or 2.6, as applicable, fund such Loan to the Borrower in Dollars and immediately available funds to the Borrower's account specified in the Loan Request prior to 2:00 p.m. on the proposed Borrowing Date.

(b)Pro Rata Treatment of Lenders. The borrowing of any Class of Loan shall be allocated to each Lender of such Class of Loan according to its Pro Rata Share thereof, and each selection of, conversion to or renewal of any Interest Rate Option and each payment or prepayment by the Borrower with respect to principal and interest due from the Borrower hereunder to the Lenders with respect to the applicable Class of Commitments and Loan, shall (except as otherwise may be provided with respect to a Defaulting Lender and except as provided in Section 2.1(e), Section 3.1 or Section 3.6) be payable ratably among the Lenders of such Class of Loan entitled to such payment in accordance with the amount of principal and interest then due or payable such Lenders as set forth in this Agreement.

(c)Presumptions by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed Borrowing Date that such Lender will not make available to the Administrative Agent such Xxxxxx's share of any Loan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.1, 2.2, 2.4, 2.5 or 2.6, as the case may be, and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of such Loan available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the interest rate then applicable to Daily Simple SOFR Rate Loans. If such Lender pays its share of the applicable Loan to the Administrative Agent, then the amount so paid shall constitute such Lender's Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. If the Borrower and such Lender pay such interest for the same period, the Administrative Agent promptly shall remit to the Borrower the amount of interest paid by Borrower for such overlapping period. Nothing in this Section 2.9(c) or elsewhere in this Agreement or the other Loan Documents, including the provisions of Section 2.17, shall be deemed to require the Administrative Agent (or any other Lender) to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

I.10Fees.

(a)Unused Commitment Fees.

(i)Revolving Credit Facility. Accruing from the Closing Date until the Maturity Date with respect to the Revolving Credit Facility, the Borrower agrees to pay to the Administrative Agent for the account of each Revolving Facility Lender according to its Pro Rata Share, a nonrefundable unused commitment fee (each a "Revolving Facility Unused Commitment Fee") equal to the Applicable Unused Commitment Fee Rate (computed on the basis of a year of 360 days, as the case may be, and actual days elapsed) multiplied by the average daily result of (i) the Revolving Facility Commitments minus (ii) Revolving Facility Usage; provided, further, that any Unused Commitment Fee accrued with respect to the Revolving Facility Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Unused Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Unused Commitment Fee shall accrue with respect to the Revolving Facility Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the provisos in the directly preceding sentence, all Revolving Facility Unused Commitment Fees shall be payable in arrears on the first day of each Fiscal Quarter of the Borrower.

(ii)Revolving Term Credit Facility. Accruing from the Closing Date until the Maturity Date with respect to the Revolving Term Credit Facility, the Borrower agrees to pay to the Administrative Agent for the account of each Revolving Term Facility Lender according to its Pro Rata Share, a nonrefundable unused commitment fee (each a "Revolving Term Facility Unused Commitment Fee") equal to the Applicable Unused Commitment Fee Rate (computed on the basis of a year of 360 days, as the case may be, and actual days elapsed) multiplied by the average daily result of (i) the Revolving Term Facility Commitments minus (ii) Revolving Term Facility Usage; provided, further, that any Unused Commitment Fee accrued with respect to the Revolving Term Facility Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Unused Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time; and provided further that no Unused Commitment Fee shall accrue with respect to the Revolving Term Facility Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Subject to the provisos in the directly preceding sentence, all Revolving Term Facility Unused Commitment Fees shall be payable in arrears on the first day of each Fiscal Quarter of the Borrower.

(b)Other Fees. The Borrower agrees to pay to the Administrative Agent such other fees (for the applicable recipient thereof) as agreed to in the Fee Letter, and the Borrower shall pay to the Administrative Agent, the Arrangers and the Lenders such fees as shall have been separately agreed to in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

I.11Notes. The obligation of the Borrower to repay the aggregate unpaid principal amount of the Revolving Facility Loans, any Seasonal Term Loans, Swing Line Loans, Revolving Term Loans, Variable Rate Term Loans and Fixed Rate Term Loans made to it by each Lender, together with interest thereon, shall, at the request of the applicable Lender, be evidenced by a Revolving Facility Note, a Seasonal Term Loan Note, a Swing Line Note, a Revolving Term Facility Note, a Variable Rate Term Loan Note and a Fixed Rate Term Loan Note, as the case may be, dated the Closing Date, the effective date, or the date of such request, as applicable, payable to the order of such Lender in a face amount equal to the Revolving Facility Commitment, Seasonal Term Loan Commitment, Swing Line Commitment, Revolving Term Facility Commitment, Variable Rate Term Loan Commitment and Fixed Rate Term Loan Commitment, as applicable, of such Lender. The Borrower hereby unconditionally promises to pay,

to the order of each of the Lenders, the Administrative Agent, the Issuing Lender and the Swing Line Lender, as applicable, the Loans and other Obligations as provided in this Agreement and the other Loan Documents.

I.12Letter of Credit Subfacility.

(a)Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement and the other Loan Documents, including Section 4.2, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and in reliance on the agreements of the Revolving Facility Lenders set forth in this Section 2.12, the Issuing Xxxxxx agrees to issue standby letters of credit (the "Letters of Credit") for the account of the Borrower on any Business Day from the Closing Date through but not including the Letter of Credit Expiration Date. The Borrower may at any time prior to the Letter of Credit Expiration Date request the issuance of a Letter of Credit, or an amendment or extension of a Letter of Credit, by delivering to the Issuing Lender (with a copy to the Administrative Agent) a completed application and agreement for letters of credit, or request for such amendment or extension, as applicable, in such form as the Issuing Lender may specify from time to time (each a "Letter of Credit Request") by no later than 11:00 a.m. at least five (5) Business Days, or such shorter period as may be agreed to by the Issuing Lender, in advance of the proposed date of issuance, amendment or extension. Promptly after receipt of any Letter of Credit Request, the Issuing Lender shall confirm with the Administrative Agent (in writing) that the Administrative Agent has received a copy of such Letter of Credit Request and if not, the Issuing Lender will provide the Administrative Agent with a copy thereof. Unless the Issuing Lender has received notice from any Lender, the Administrative Agent or any Loan Party, at least one day prior to the requested date of issuance, amendment or extension of the applicable Letter of Credit, that one or more applicable conditions in Article IV is not satisfied, then the Issuing Lender will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (A) have a maximum maturity of twelve (12) months from the date of issuance, provided, that a Letter of Credit may contain renewal terms satisfactory to the Issuing Lender (except that the foregoing shall not prohibit a Letter of Credit from providing for automatic renewals for additional periods not exceeding one (1) year each so long as the Issuing Lender may prevent such renewal by notice and no such additional period extends beyond the date set forth in the following clause (B)), and (B) in no event expire later than the Letter of Credit Expiration Date (except that a Letter of Credit may provide for automatic renewals for additional twelve (12-month periods without an amendment to such Letter of Credit unless at least ninety (90) days prior to any such date the Issuing Lender notifies the beneficiary of such Letter of Credit in writing of the Issuing Xxxxxx’s election not to extend such Letter of Credit, so long as no such additional period extends beyond the first anniversary of the Maturity Date for the Revolving Credit Facility), and provided, further that at no time shall (i) the Letter of Credit Obligations exceed the Letter of Credit Sublimit, (ii) the Revolving Facility Usage exceed the Borrowing Base or (iii) the Revolving Facility Usage exceed the Revolving Facility Commitments. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower that it shall be in compliance with the 2nd proviso to the preceding sentence and with Article IV after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof, the Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. The Borrower unconditionally guarantees all obligations of any other Loan Party with respect to Letters of Credit issued by the Issuing Lender for the account of such Loan Party.

(b)Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the ratable account of the Revolving Facility Lenders a fee (the "Letter of Credit Fee") equal to the

Applicable Letter of Credit Fee Rate (computed on the basis of a year of 360 days and actual days elapsed), which fee shall be computed on the daily average Letter of Credit Obligations and shall be payable annually and on the Maturity Date. The Borrower shall also pay to the Issuing Lender for the Issuing Lender's sole account a fronting fee in an amount equal to the greater of (i) 0.125% of the face amount of each Letter of Credit and (ii) $1,000.00, as well as the Issuing Lender's then in effect customary fees and administrative expenses payable with respect to the Letters of Credit as the Issuing Lender may generally charge or incur from time to time in connection with the issuance, maintenance, amendment (if any), assignment or transfer (if any), negotiation, and administration of Letters of Credit.

(c)Disbursements, Reimbursement. Immediately upon the issuance of each Letter of Credit, each Revolving Facility Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation in such Letter of Credit and each drawing thereunder, without recourse or warranty, in an amount equal to such Revolving Facility Lender's Pro Rata Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively.

(i)In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the Issuing Lender will promptly notify the Borrower and the Administrative Agent thereof. Provided that it shall have received such notice, the Borrower shall reimburse (such obligation to reimburse the Issuing Lender shall sometimes be referred to as a "Reimbursement Obligation") the Issuing Lender prior to 12:00 noon on each date that an amount is paid by the Issuing Lender under any Letter of Credit (each such date, a "Drawing Date") by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender. In the event the Borrower fails to reimburse the Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit in accordance with the foregoing sentence, then the Administrative Agent will promptly notify each Revolving Facility Lender thereof, and the Borrower shall be deemed to have requested that Revolving Facility Loans be made by the Revolving Facility Lenders under the Daily Simple SOFR Rate Option to be disbursed on the Business Day immediately following the Drawing Date, subject to the amount of the unutilized portion of the Revolving Facility Commitment and subject to the conditions set forth in Section 4.2 other than any notice requirements. Any notice given by the Administrative Agent or the Issuing Lender pursuant to this Section 2.12(c)(i) may be by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)Each Revolving Facility Lender shall upon the Business Day immediately following a Drawing Date with respect to which notice was delivered by the Administrative Agent in accordance with Section 2.12(c)(i) make funds available to the Administrative Agent for the account of the Issuing Lender in an amount equal to its Pro Rata Share of the amount of the drawing. So long as the conditions set forth in Section 4.2 have been satisfied or waived in accordance with this Agreement, each Revolving Facility Lender that makes such funds available shall be deemed to have made a Revolving Facility Loan at the Daily Simple SOFR Rate Option; provided, that if any conditions set forth in Section 4.2 have not been satisfied or waived in accordance with this Agreement, each Revolving Facility Lender shall remain obligated to fund its Pro Rata Share of such unreimbursed amount and such amount (each a "Participation Advance") shall be deemed to be a payment in respect of its participation in the applicable Letter of Credit Borrowing resulting from such drawing in accordance with Section 2.12(c)(iii). If any Revolving Facility Lender so notified fails to make available to the Administrative Agent for the account of the Issuing Lender the amount of such Revolving Facility Lender's Pro Rata Share of such amount by no later than Noon on such date, then interest shall accrue on such Revolving Facility Lender's obligation to make such payment, from such Business Day to the date

on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the date such amount was due and (ii) at a rate per annum equal to the rate applicable to the Revolving Facility Loans under the Daily Simple SOFR Rate Option.

(iii)With respect to any unreimbursed drawing that is not fully reimbursed by Xxxxxxxx and is not refinanced by Revolving Facility Loans in accordance with Section 2.12(c)(i) because of the Borrower's failure to satisfy the conditions set forth in Section 4.2, the Borrower shall be deemed to have incurred from the Issuing Lender a borrowing (each, a "Letter of Credit Borrowing") in an amount equal to the unreimbursed portion of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to the Revolving Facility Loans under the Daily Simple SOFR Rate Option.

(d)Repayment of Participation Advances.

(i)Upon (and only upon) receipt by the Administrative Agent for the account of the Issuing Lender of immediately available funds from the Borrower (A) in reimbursement of any payment made by the Issuing Lender under the Letter of Credit with respect to which any Xxxxxx has made a Participation Advance to the Administrative Agent, or (B) in payment of interest on such a payment made by the Issuing Lender under such a Letter of Credit, the Administrative Agent on behalf of the Issuing Lender will pay to each Revolving Facility Lender, in the same funds as those received by the Administrative Agent, the amount of such Revolving Facility Xxxxxx's Pro Rata Share of such funds, except the Administrative Agent shall retain for the account of the Issuing Lender the amount of the Pro Rata Share of such funds of any Revolving Facility Lender that did not make a Participation Advance in respect of such payment by the Issuing Lender.

(ii)If the Administrative Agent is required at any time to return to any Loan Party, or to a trustee, receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of any payment made by any Loan Party to the Administrative Agent for the account of the Issuing Lender pursuant to this Section 2.12 in reimbursement of a payment made under the Letter of Credit or interest or fee thereon, each Revolving Facility Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of the Issuing Lender the amount of its Pro Rata Share of any amounts so returned by the Administrative Agent plus interest thereon from the date such demand is made to the date such amounts are returned by such Revolving Facility Lender to the Administrative Agent, at a rate per annum equal to the Federal Funds Effective Rate in effect from time to time.

(e)Documentation. Each Loan Party agrees to be bound by the terms of the Issuing Xxxxxx's application and agreement for letters of credit and the Issuing Lender's written regulations and customary practices relating to letters of credit, though such interpretation may be different from such Loan Party's own. In the event of a conflict between such application or agreement and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the case of its or its Affiliate's gross negligence, willful misconduct, bad faith or fraud as determined by a final decision by a court of competent jurisdiction, the Issuing Lender shall not be liable for any error, negligence and/or mistakes, whether of omission or commission, in following any Loan Party's instructions or those contained in the Letters of Credit or any modifications, amendments or supplements thereto.

(f)Determinations to Honor Drawing Requests. In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Lender shall be responsible only to determine that the documents and certificates required to be delivered under such

Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit.

(g)Nature of Participation and Reimbursement Obligations. Each Revolving Facility Lender's obligation in accordance with this Agreement to make the Revolving Facility Loans or Participation Advances, as contemplated by this Section 2.12, as a result of a drawing under a Letter of Credit, and the Obligations of the Borrower to reimburse the Issuing Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.12 under all circumstances, including the following circumstances:

(i)any set-off, counterclaim, recoupment, defense or other right that such Revolving Facility Lender may have against the Issuing Lender or any of its Affiliates, the Borrower or any other Person for any reason whatsoever, or that any Loan Party may have against the Issuing Lender or any of its Affiliates, any Lender or any other Person for any reason whatsoever;

(ii)the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Sections 2.1 or 4.2 or as otherwise set forth in this Agreement for the making of a Revolving Facility Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Revolving Facility Lenders to make Participation Advances under this Section 2.12;

(iii)any lack of validity or enforceability of any Letter of Credit;

(iv)any claim of breach of warranty that might be made by any Loan Party or any Lender against any beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right that any Loan Party or any Lender may have at any time against a beneficiary, successor beneficiary, any transferee or assignee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the Issuing Lender or its Affiliates or any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured);

(v)the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit, or any fraud or alleged fraud in connection with any Letter of Credit by any Person other than the Issuing Lender or its Affiliates, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Issuing Lender or any of its Affiliates has been notified thereof;

(vi)payment by the Issuing Lender or any of its Affiliates under any Letter of Credit against presentation of a demand, draft or certificate or other document that does not comply with the terms of such Letter of Credit;

(vii)the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit;

(viii)any failure by the Issuing Lender or any of its Affiliates to issue any Letter of Credit in the form requested by any Loan Party, unless the Issuing Lender has received written notice from such Loan Party of such failure within three Business Days after the Issuing Lender shall have furnished such Loan Party and the Administrative Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice;

(ix)any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party;

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AMENDED AND RESTATED CREDIT AGREEMENT by and among SKYLAND GRAIN, L.L.C., THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and COBANK, ACB, as Administrative Agent, Issuing Lender and Swing Line Lender COBANK, ACB and FARM CREDIT MID-AMERICA,...